Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality primary row crop farmland located in agricultural markets throughout North America. We generally lease our farmland to farm operators pursuant to triple-net leases.

We are selling all of the 3,800,000 shares of our common stock to be sold in this offering. This is our initial public offering, and currently no public market exists for our common stock. Our common stock has been approved for listing, subject to official notice of issuance, on the NYSE MKT under the symbol "FPI."

We intend to elect to be taxed and to operate in a manner that will allow us to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014. To assist us in qualifying as a REIT, among other purposes, our charter generally limits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. See "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 24 of this prospectus for a discussion of the following and certain other risk factors that you should consider before investing in our common stock:

The underwriters may also exercise their option to purchase up to an additional 570,000 shares of our common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock on or about April 16, 2014.

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or information to which we have referred you. No dealer, salesperson or other person is authorized to make any representations other than those contained in this prospectus and supplemental literature authorized by Farmland Partners Inc. and referred to in this prospectus. If anyone provides you with different information, you should not rely on it. This prospectus and any free writing prospectus prepared by us is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or as of another date specified herein, regardless of the time of delivery of this prospectus or any sale of these securities. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information regarding our company and the historical and pro forma financial statements appearing elsewhere in this prospectus, including under the caption "Risk Factors." References in this prospectus to "we," "our," "us" and "our company" refer to Farmland Partners Inc., a Maryland corporation, together with our consolidated subsidiaries, including Farmland Partners Operating Partnership, LP, a Delaware limited partnership, or our operating partnership, of which Farmland Partners OP GP, LLC, or the general partner, a wholly owned subsidiary of our company, is the sole general partner. Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, is our promoter. The historical and current operations described in this prospectus refer to historical and current operations of the businesses and assets of FP Land LLC, a Delaware limited liability company formed in September 2013, and its wholly owned subsidiaries (which we refer to collectively in this prospectus as our Predecessor) that we will succeed to upon consummation of the formation transactions described in this prospectus under the caption "Structure and Formation of Our Company" as if such operations were conducted by us. Unless otherwise indicated, the information contained in this prospectus is as of December 31, 2013 and assumes that: (1) the underwriters' over-allotment option is not exercised; (2) the formation transactions are consummated; and (3) each OP unit to be issued in the formation transactions has an initial value of $14.00, which is the initial public offering price per share.

Our Company

We are an internally managed real estate company that owns and seeks to acquire high-quality primary row crop farmland located in agricultural markets throughout North America. The substantial majority of the farms in our initial portfolio are devoted to primary row crops, such as corn and soybeans, because we believe primary row crop farmland is likely to provide attractive risk-adjusted returns over time through a combination of stable rental income generation and value appreciation. Upon completion of a series of formation transactions, our initial portfolio will be comprised of 38 farms with approximately 7,300 total acres, including 33 farms in Illinois, four farms in Nebraska and one farm in Colorado. In addition, our initial portfolio will include three grain storage facilities.

We intend to acquire additional farmland to achieve scale in our portfolio and to diversify our portfolio by geography, crop type and tenant. While we expect our principal investment focus to be on farmland that is suitable for primary row crops, which include grains (such as corn, wheat and rice), oilseeds (such as soybeans and rapeseed), forage crops (such as alfalfa, grass hay and corn silage) and cotton, in the future we may diversify into farmland suitable for other annual row crops, such as fresh produce, peanuts and biofuel feedstocks, as well as permanent crops, such as oranges and almonds. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches.

by our farm-operator tenants, all but one of the leases that will be in place upon completion of this offering have payment terms that represent approximately 35-45% of the revenue expected to be produced by farm operations at the respective property, which we believe is typical for farm leases in the midwestern United States. In the future, we expect that the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to similar triple-net leases. We believe this lease structure will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the annual rent (such as our lease for the Crane Creek farm), leases for which the rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Luca Fabbri, our Chief Financial Officer, comprise our management team. In addition, effective upon completion of this offering, we will enter into a consulting agreement with Jesse J. Hough, or the Consulting Agreement, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement." Mr. Hough was previously a partner of Kennedy and Coe, a top 100 accounting firm that focuses on agribusiness accounting, and has worked with Mr. Pittman since late 2011, when Messrs. Pittman and Hough agreed to merge their respective farmland and farming operations holdings. See "Our Business and Properties—Our Real Estate Experience." Messrs. Pittman, Fabbri and Hough have more than ten, three and ten years of experience, respectively, as owners of agricultural real estate and operators of farming businesses and collectively have consummated over 70 transactions to acquire and consolidate various farmland parcels. As a result, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many of our competitors. Upon completion of this offering and the formation transactions, Mr. Pittman and Mr. Hough will own approximately 26.3% and 5.2%, respectively, of the fully diluted equity interests in our company, which we believe aligns their interests with those of our stockholders.

We are an internally managed Maryland corporation. We intend to elect to be taxed as REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

Our Market Opportunity

United States cropland area totaled approximately 402 million acres, or 18% of the country's land area, in 2011, according to the United Nations Food and Agriculture Organization, or the UN FAO. Cropland is defined as land usually under annual row crops and permanent crops. We invest primarily in farmland used to grow primary row crops. Annual row crops are both planted and harvested annually or more frequently. Annual row crops can be further divided into two subcategories: primary row crops and fresh produce. Primary row crops include grains (such as corn, wheat and rice), oilseeds (such as soybeans and rapeseed), forage crops (such as alfalfa, grass hay and corn silage) and cotton. Fresh produce generally encompasses non-permanent fruits and vegetables (such as strawberries, lettuce, melons and peppers). Permanent crops, such as oranges, apples, almonds and grapes, have plant structures that produce yearly crops without being replanted. We believe we are well positioned to capitalize on the U.S. cropland investment opportunity created by the following market conditions:

•: Growing Global Demand for Primary Row Crops. Global population growth, along with per-capita growth in gross domestic product, or GDP, are the major drivers behind increased demand for primary row crops. The United Nations projects that global population will grow by 11.6% from 6.9 billion people in 2010 to 7.7 billion people in 2020. In addition to population growth spurring demand for primary row crops, changing consumption patterns also play a major role.

According to the UN FAO, rising incomes and global population growth are expected to drive increasing food consumption and changing diet composition in the developing world as a result of increased consumption of meat and dairy. Primary row crops constitute a significant portion of livestock feed, with seven pounds of feed required to produce one pound of beef, according to the United States Department of Agriculture, or the USDA. These changing diet trends, coupled with global population growth, are expected to require additional annual production of over one billion tons of grains by 2050, an increase of 45.5% from 2005-2007 levels, according to the UN FAO.

•: Increasing Pressure on Global Primary Row Crop Supply. The growth of primary row crop production is the product of two factors: the amount of farmland in use and the productivity of that farmland. Over the past 20 years, the growth of both of these factors has slowed. According to the UN FAO, global cropland area grew by 78 million acres from 1991 to 2011, compared to 238 million acres added from 1971 to 1991. Moreover, according to the USDA, U.S. cropland area declined from 464 million acres in 1987 to 408 million acres in 2007. Global crop yield gains, as reported by the USDA, also decreased to approximately 1.4% annually from 1993 to 2012 after averaging 2.0% annual growth from 1973 to 1992. We believe additional factors, such as groundwater depletion, will continue to have a negative impact on farmland availability and productivity.
•: Global Competitiveness of U.S. Cropland. Cropland in the United States is among the most productive in the world. Over the past three years, U.S. cropland has averaged annual yields of 144 bushels of corn per acre and 45 bushels of soybeans per acre, compared to 67 bushels of corn and 37 bushels of soybeans for the rest of the world, according to the USDA. The United States is the world's second-largest producer of grains and oilseeds, providing more than 17% of global production as of 2012, according to the USDA. Moreover, crops grown in the United States can reach the global market quickly and relatively inexpensively as a result of the country's extensive and efficient crop transportation infrastructure. In particular, the United States has the world's largest railway system, and a large portion of cropland in the United States is located near large navigable river systems.
•: Diversifying and Stable Asset Class. Farmland real estate returns, as measured by the National Council of Real Estate Investment Fiduciaries, or the NCREIF, Farmland Index, have averaged 12.2% annually from 1992 through 2013. Over that time period, the NCREIF Farmland Index has not posted a negative annual return. The NCREIF Farmland Index is a composite return measure of investment performance of a large pool of individual agricultural properties acquired in the private market for investment purposes only. Properties in the NCREIF Farmland Index have been acquired, in part, on behalf of tax-exempt institutional investors. We believe the NCREIF Farmland Index to be a reasonable proxy for farmland investment returns in general, both because of the consistency and reliability of its disclosure and because of the fact that it includes both price and rental income in its return calculation. However, the index measures performance of actual properties, rather than performance of companies that invest in farmland, and may not be representative of the agricultural investment market as a whole. Farmland returns also have low or negative correlation with other asset classes. An analysis from the University of Illinois found that from 1970 to 2012, U.S. farmland returns had a correlation of -26% with the S&P 500 and -10% with Baa-rated corporate bonds. Investment in farmland can also be used as an inflation hedge, as evidenced by research from the Purdue University Center for Commercial Agriculture showing that farmland prices had a 63% correlation with the Consumer Price Index, or the CPI, from 1914 to 2011.
•: Unique Real Estate Characteristics. We believe farmland has a number of advantages as compared to other types of real estate investments. Unlike traditional commercial real estate properties, farmland does not suffer from economic depreciation, has limited needs for capital expenditures

and has a low risk of obsolescence. We believe quality farmland benefits from a near-zero vacancy rate, which can support increases in rental rates based on global supply and demand factors. Moreover, we believe farmland leases in many markets are unique as compared to most commercial real estate leases in that a substantial portion (up to 100%) of the annual rent is due and payable in advance of each spring planting season. We intend to emphasize leases that provide for rent payments in advance to reduce our exposure to tenant credit risk.

•: Consolidating U.S. Farming Operations. From 1982 to 2007, much of the ownership of U.S. cropland was consolidated into larger farms, with half of all cropland in 2007 held on farms of 1,105 acres or more, up from 589 acres in 1982, according to the USDA Economic Research Service, or the USDA ERS. Technological improvements in farming equipment and genetically modified crops have allowed farmers to plant and harvest larger areas faster and with less labor, increasing the cost efficiency of larger farm operations. We believe the economic incentives for farmers to expand operations and the rising cost of acquiring cropland will increase demand for leased cropland.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from many of our competitors:

•: High-Quality Initial Portfolio of Farmland. Our initial portfolio is comprised of 38 farms generally well located near large navigable river and railway systems and in agricultural markets that we believe are characterized by high demand for and limited available supply of primary row crop farmland. Furthermore, we believe that demand for primary row crops, such as corn and soybeans, which are the principal crops grown on the farms in our initial portfolio, will continue to increase to keep pace with rising global demand for food, livestock feed and biofuel.
•: Management Team with Extensive Experience in Agricultural Real Estate. Messrs. Pittman and Fabbri, our Executive Chairman, President and Chief Executive Officer and our Chief Financial Officer, respectively, and Mr. Hough, who will provide consulting services to us, have extensive experience as owners of agricultural real estate and operators of farming businesses. Messrs. Pittman, Fabbri and Hough have experience as owners and operators of farmland of more than ten, three and ten years, respectively. As a result of this extensive experience, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many institutional owners and acquirers of farmland, which we believe will be advantageous in, among other activities, structuring acquisitions and tenant leases.
•: Expansive Relationships in the Agricultural Sector. Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners of agricultural real estate and operators of farming businesses has helped them build expansive and strong relationships across a broad network of businesses and individuals in the agricultural sector, including family and corporate farms, real estate brokers, lenders, auction houses and suppliers of agricultural goods. We believe that these relationships provide us with valuable market intelligence related to agriculture fundamentals and will give us access to acquisition opportunities, many of which may not be available to our competitors.
•: Early-Mover Advantage as a Leading Owner of Farmland. Ownership of U.S. farmland historically has been, and continues to be, extremely fragmented, with the vast majority of farmland being owned by families and individuals. According to the USDA, as of 2007, approximately 87% of farms in the United States were owned by families, and the average age of principal farm operators in the United States was 57 years old. We will be one of the first public companies focused on owning and acquiring farmland in the United States and the only public REIT focused on primary row crop farmland. We believe our flexible capital structure, together with

our ability as a public company to access the capital markets, will allow us to secure an early-mover advantage to become a large-scale, national owner of high-quality farmland.

•: Flexible Capital Structure Positioned for Growth. Upon completion of this offering and the formation transactions and after the expected application of the net proceeds from this offering, we will have $35.4 million of available cash and $30.8 million of outstanding indebtedness. In addition, we expect to enter into a $30.0 million secured revolving credit facility concurrently with, or shortly after, the completion of this offering. We also intend to use units of limited partnership interest in our operating partnership, or OP units, as currency to acquire farmland from owners seeking to defer their potential taxable gain and diversify their holdings. We believe that our available cash and the expected borrowing capacity under our anticipated credit facility, combined with our ability to place mortgage indebtedness on our unencumbered properties and to use OP units as acquisition currency, will provide us with significant financial flexibility to fund future growth while maintaining prudent debt levels.
•: Strong Alignment of Interests. In connection with the formation transactions, Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us, will indirectly receive OP units having an aggregate value of $24.1 million as consideration for their interests in the properties comprising our initial portfolio. In addition, upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. As a result, upon completion of this offering and consummation of the formation transactions, our executive officers, our directors and Mr. Hough collectively will own approximately 32.5% of our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders.

Our Business and Growth Strategies

Our principal business objective is to provide attractive stockholder returns through a combination of: (1) quarterly cash distributions to our stockholders; (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions; and (3) potential long-term appreciation in the value of our properties. Our primary strategy to achieve our business objective is to invest in and own a portfolio of triple-net-leased farmland and properties related to farming operations. Key components of our strategy include the following:

•: Focus on Current Rental Income Generation and Long-Term Appreciation. We own and intend to acquire farmland that we believe offers attractive risk-adjusted returns through a combination of stable rental income generation and value appreciation. We expect to lease our farmland to experienced and successful third-party farm operators, including sellers who desire to continue farming the land after we acquire it. We expect our farmland leases to generate stable short-term cash flows and increasing rental income over the long term. In addition, we intend to hold our properties for investment with a view to long-term appreciation, which we believe will result in attractive risk-adjusted returns to our stockholders. However, if we believe it to be in the best interests of our stockholders, we may elect to sell one or more of our properties from time to time in a manner consistent with our investment objectives and our intention to qualify as a REIT.
•: Continue Our Disciplined Farmland Acquisition Strategy Based on Agriculture Fundamentals. We intend to continue to acquire high-quality farmland that we believe is positioned to take advantage of global food supply and demand trends and is located in geographic areas that historically have had a stable population of experienced and successful farm operators. We intend to benefit from Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners and operators of agricultural real estate to identify acquisition opportunities that satisfy our

investment criteria and underwriting standards. We expect our acquisition strategy will include the following key components:

•: Target Farms of Varying Sizes—We intend to acquire farms of varying sizes. We believe that Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners and operators of farmland allows us to perform due diligence on smaller farms quickly and efficiently, which provides us with an advantage over larger competitors that we believe do not have the investment focus or flexibility to pursue acquisitions of smaller farms. In addition, we believe small individual and family farmland buyers often are not as well capitalized as we will be and may be unable to compete with us for acquisition opportunities of larger farms comprised of 1,500 or more tillable acres.
•: Acquire Farmland from Undercapitalized Owners—While we do not believe there is widespread financial distress among farmland owners, we do believe that, to a limited extent, undercapitalization, overleverage, mismanagement and unforeseen circumstances at some individual and family farms will provide opportunities for us to acquire high-quality farmland at attractive prices, potentially in sale-leaseback transactions. We believe Messrs. Pittman's, Fabbri's and Hough's knowledge of agribusinesses fundamentals and broad network of relationships will allow us to pursue acquisition opportunities from undercapitalized or unsuccessful sellers in markets where we believe we can find experienced and successful farm operators (including, in some cases, the existing owners) to lease the farmland from us at competitive rates and where we believe market fundamentals support future value appreciation potential.
•: Use OP Units as Acquisition Currency—We believe there are a large number of farm operators and farm families that own farmland that has substantially appreciated in value. According to the USDA's most recent published data, as of 2007, the average age of principal farm operators in the United States was 57 years old, with 30% age 65 or older, and the average age has been increasing steadily in recent years. As a result, we believe that many farm-owning families have estate planning needs and a desire to defer current income taxes, and that our ability to offer OP units as acquisition currency will provide us with a strategic advantage over other potential farm buyers and possibly induce these prospective sellers to sell their farms earlier than they otherwise would in cash-only transactions.

•: Diversify our Portfolio by Geography, Crop Type and Tenant. In the future, we intend to acquire additional farmland in agricultural markets outside our existing markets to mitigate the risks associated with concentrating our portfolio in a limited number of agricultural markets. We intend to focus on geographic areas with substantial farming infrastructure and low transportation costs, including markets with access to river and rail transportation and with a relatively large and stable population of experienced farm operators as potential tenants. In addition, while we believe that primary row crop farmland provides the greatest opportunity for value appreciation and increasing rental income over time, we believe that global demand for staples such as rice and cotton also will provide attractive opportunities to acquire farmland in areas such as the southeastern United States and Texas. Substantially all of the properties in our initial portfolio will be leased to our related tenants. In the future, we expect that most of the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to triple-net leases, which we believe will enable us to avoid risks associated with exposure to a single tenant or a limited number of tenants.
•: Utilize Our Real Estate Management Platform to Achieve Economies of Scale. We believe that the overhead costs associated with the business of owning and leasing farmland are less than those required by other property types, such as office, multifamily and retail, due to the limited asset management, capital expenditure and tenant improvement requirements for farmland and a

near-zero vacancy rate for quality farmland in quality markets. In addition, we intend to lease our properties under triple-net leases, pursuant to which our tenants will be responsible for substantially all of the property-related expenses of the properties, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the property, such as seed, fertilizer, labor and fuel. As a result, we believe that our existing systems and personnel are capable of supporting a significant increase in the size of our portfolio without a proportional increase in administrative or management costs. We also believe that, once we achieve scale in our portfolio, we will be able to realize significant cost savings and greater operational efficiency.

Our ability to effectively implement our business and growth strategies is subject to numerous risks and uncertainties, including those set forth under "Risk Factors—Risks Related to Our Business and Properties."

Our Initial Portfolio

Upon completion of this offering and consummation of the formation transactions, we will own a 100% fee simple interest in 38 farms located in Illinois, Nebraska and Colorado, consisting of a total of approximately 7,300 total acres of farmland, as well as three grain storage facilities. We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to the completion of this offering, which leases will be effective upon completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions. For additional information regarding the leases that will be in place upon completion of this offering and the formation transactions, see "Our Business and Properties—Description of Our Leases." The table below provides certain information regarding each property in our initial portfolio.

Property Name	County, State				2014 Contractual Rent(2)

Pella Bins and Tracks(3)(4)	McDonough, IL	10/1/2007	459	490	$	229,497	12/31/2015
		3/1/2010
Kaufman	McDonough, IL	12/1/2010	338	427		170,800	12/31/2016
Cleer(4)(5)	Fulton, IL	9/1/2007	271	298		155,895	12/31/2014
Matulka(6)	Butler, NE	1/1/2012	234	242		144,300	12/31/2016
Big Pivot(4)	Mason, IL	1/1/2007	336	342		136,608	12/31/2016
Curless(4)	Fulton, IL	1/1/2009	250	250		112,500	12/31/2015
Pumphouse West	Schuyler, IL	11/1/2008	267	317		101,440	12/31/2016
Scripps(4)	Schuyler, IL	12/1/2000	299	310		99,200	12/31/2014
Baca(4)(7)(8)	Baca, CO	11/1/2010	725	961		96,100	12/31/2014
Stelter(4)	Mason, IL	1/1/2008	234	234		93,600	12/31/2014
Henninger(4)	Schuyler, IL	1/1/2004	232	232		92,903	12/31/2015
John's Shop	McDonough, IL	12/1/2004	199	205		92,250	12/31/2015
		11/1/2006
Tazewell	Tazewell, IL	1/1/2008	241	241		84,270	12/31/2015
Crane Creek(4)(7)	Schuyler, IL	6/1/2003	211	211		68,575	12/31/2014
Stanbra/Zeller	Butler, NE	1/1/2012	178	181		72,400	12/31/2016
Bardolph(4)	McDonough, IL	4/1/2008	147	160		71,978	12/31/2014
Symond(4)	Mason, IL	12/21/2012	195	200		69,864	12/31/2016
Pella Kelso(4)	McDonough, IL	11/1/2007	111	115		51,818	12/31/2014
Duncantown(4)	Fulton, IL	2/1/2008	151	172		51,732	12/31/2014
Dilworth(4)	McDonough, IL	6/9/2011	112	115		51,687	12/31/2016
Weber(4)	Schuyler, IL	4/1/2001	146	153		48,960	12/31/2015
Zeagers(9)	Butler, NE	12/26/2012	118	120		48,000	12/31/2014
Copes(4)	Schuyler, IL	12/1/2007	123	137		47,894	12/31/2014
Beckerdite(4)	Schuyler, IL	2/12/2012	112	120		44,936	12/31/2015
Smith	McDonough, IL	6/26/2013	95	100		44,793	12/31/2014

Property Name	County, State				2014 Contractual Rent(2)

Busch(4)	Mason, IL	12/1/2010	109	110		41,250	12/31/2014
Pumphouse East	Schuyler, IL	6/1/2003	112	125		40,000	12/31/2014
Adair FS(4)	McDonough, IL	1/1/2006	73	75		33,894	12/31/2016
Ambrose(4)	Mason, IL	12/1/2006	80	80		32,132	12/31/2016
Crabtree(4)	Mason, IL	11/1/2009	77	79		31,676	12/31/2015
Kelly	Butler, NE	6/29/2012	74	75		30,000	12/31/2014
Heap	McDonough, IL	9/11/2011	70	79		29,610	12/31/2016
Table Grove(4)	Fulton, IL	11/1/2006	58	60		27,000	12/31/2016
McFadden MD(4)	McDonough, IL	10/8/2012	88	107		26,673	12/31/2014
Parr(4)	Fulton, IL	11/1/2008	61	79		23,736	12/31/2016
Skien	Fulton, IL	4/27/2011	45	52		16,730	12/31/2015
Estep(4)	Mason, IL	3/28/2011	35	35		13,253	12/31/2015
McFadden SC(4)	Schuyler, IL	10/8/2012	31	34		11,560	12/31/2014

TOTAL			6,697	7,323	$	2,639,514

(1): Date acquired by our Predecessor. Certain farms were consolidated by purchasing land parcels in multiple transactions.
(2): Based on the terms of the new leases that will be entered into in connection with the formation transactions, other than the leases for Baca and Crane Creek, which leases we will assume in connection with the formation transactions.
(3): $11,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(4): Property serves as collateral for a $34.5 million multi-property loan. We intend to use a portion of the net proceeds from this offering to repay approximately $4.5 million of the outstanding principal balance on this loan. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Multi-Property Loan."
(5): $44,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(6): $47,500 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(7): Property is leased to a third-party farm operator that is not related to Mr. Pittman, Mr. Hough or us.
(8): Under the lease for Baca, rather than receiving a fixed annual rental payment, we will receive as rent 25% of the tenant's annual farming revenue related to the Baca farm. The amount shown in the table above as 2014 contractual rent is an estimate based on the amount of rent we received under similar rent structures in 2012 and 2013, which was $112,285 and $72,179, respectively. See "Our Business and Properties—Description of Our Leases."
(9): Property serves as collateral for a $1.8 million mortgage loan. We intend to use a portion of the net proceeds from this offering to repay approximately $1.0 million of the outstanding principal balance on this loan. See "Use of Proceeds."

Farmland Acquisitions under Evaluation

Our management team has an extensive network of long-standing relationships across a broad network of businesses and individuals in the agricultural sector, including family and corporate farmers, real estate brokers, lenders, auction houses and suppliers of agricultural goods in our existing markets and in other major U.S. farming markets. We believe that these relationships provide us with valuable market intelligence related to agriculture fundamentals and will give us access to acquisition opportunities, many of which may not be available to our competitors.

prospectus, we have identified and are in various stages of reviewing 15 potential farm acquisitions comprising an aggregate of approximately 43,000 acres of farmland with an estimated aggregate purchase price of approximately $151 million, based on our preliminary discussions with sellers, listed sale prices for marketed farmland and/or our internal assessment of the values of the farmland. We believe each of the farms being evaluated by us for potential acquisition meets our investment criteria. We have engaged in preliminary discussions with some of the owners, commenced the process of conducting diligence on certain of these farms and submitted non-binding indications of interest or term sheets to the owners of two of these farms. However, we have not agreed upon price or terms relating to, and, prior to completion of this offering, do not expect to agree upon price and terms or enter into binding commitments with respect to the acquisition of any farm, and therefore do not believe any potential farm acquisition is probable at this time. Accordingly, there can be no assurance that we will complete the acquisition of any farm that we are currently evaluating or that the purchase prices of the farmland acquisitions under evaluation will be in the amounts we currently anticipate.

The process for acquiring farmland generally is significantly different than the process for acquiring other types of commercial real estate, such as office buildings, shopping centers and apartments. For example, the typical time period between signing a definitive purchase agreement for a farmland acquisition and closing on the acquisition is approximately 30 to 60 days, but can occasionally take longer. Unlike the process of acquiring real estate containing buildings occupied by multiple tenants and other personal property in cities or towns, the acquisition of farmland generally does not involve environmental and structural due diligence and complex loan assumption or payoff negotiations. Inspection periods in farmland acquisition agreements, if they exist at all, are generally less than 15 days, and land titles typically do not contain many of the encumbrances, such as easements, zoning and land use restrictions, that are common in real estate titles in incorporated areas. As a result, notwithstanding that we currently do not have any binding commitments, definitive purchase agreements or other informal arrangements with respect to any potential farmland acquisitions, we may enter into definitive purchase agreements with respect to farms, including farms we have been evaluating, within a short time period after completion of this offering, and we could complete the acquisition of such farms within approximately 90 days after the completion of this offering. However, we can provide no assurances that we will complete any such farmland acquisitions within the timeframe we anticipate or at all.

Summary Risk Factors

Investing in our common stock involves a high degree of risk. Prospective investors are urged to carefully consider the matters discussed under "Risk Factors" prior to making an investment in our common stock. Such risks include, but are not limited to:

•: The geographic concentration of our initial portfolio could cause us to be more susceptible to adverse weather, economic or regulatory changes or developments in the markets in which our properties are located than if we owned a more geographically diverse portfolio, which could materially and adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all.
•: Our initial portfolio is comprised almost entirely of properties used to grow primary row crops, principally corn and soybeans, which subjects us to risks associated with concentrating our portfolio in a single asset class devoted to a limited number of crop types.
•: Our business is dependent in part upon the profitability of our tenants' farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

•: Substantially all of the farms in our initial portfolio will be leased to our related tenants pursuant to triple-net leases that were not negotiated on an arm's-length basis. The failure of these entities to meet their obligations to us, or their determination not to renew leases or to terminate their farming operations, could materially and adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.
•: We have not identified any specific farms that we will acquire with the net proceeds from this offering and, therefore, you will not have the opportunity to evaluate our farmland acquisitions to be funded with the net proceeds from this offering before we make them.
•: Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.
•: Our inability to continuously lease our properties on favorable economic and other terms would materially and adversely affect our results of operations and cash available for distribution to stockholders.
•: The FP Land Merger Agreement, the Shared Services Agreement, the Consulting Agreement and certain other agreements entered into in connection with the formation transactions were not negotiated on an arm's-length basis, and we may pursue less vigorous enforcement of terms of those agreements because of conflicts of interest and our dependence on Messrs. Pittman, Fabbri and Hough.
•: 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 platform may not be as scalable as we anticipate, and we could face difficulties growing our business without significant new investment in personnel and infrastructure, which could disrupt our business and operations and impede the growth of our business.
•: 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.
•: Upon completion of this offering and consummation of the formation transactions, Mr. Pittman will own, directly or indirectly, an aggregate 26.3% equity interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company and our operating partnership, including the approval of significant corporate transactions.
•: 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.
•: Failure to qualify 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.
•: Our cash available for distribution to stockholders may not be sufficient to pay distributions, and we may need to borrow in order to make such distributions or may not be able to make such distributions at all.

Structure and Formation of Our Company

Our Operating Entities

Our Company

We were formed as a Maryland corporation on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. We will conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, structure in which our properties are owned by our operating partnership directly or through subsidiaries, as described below under "—Our Operating Partnership." Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of our operating partnership and, upon completion of this offering and consummation of the formation transactions, we will own approximately 67.4% of the OP units in our operating partnership. Our Board of Directors will oversee our business and affairs.

Our Operating Partnership

Our operating partnership was formed as a Delaware limited partnership on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. Following completion of this offering and consummation of the formation transactions, substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of the operating partnership. As a result, we generally will have the exclusive power under the partnership agreement of our operating partnership, or the partnership agreement, to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in "Our Operating Partnership and the Partnership Agreement." In the future, we expect to issue OP units from time to time in connection with property acquisitions, as compensation or otherwise.

Formation Transactions

The properties that will be owned by us through our operating partnership upon completion of this offering and consummation of the formation transactions are currently owned indirectly by our Predecessor, FP Land LLC, or FP Land, a Delaware limited liability company that is 100% owned by Pittman Hough Farms LLC, or Pittman Hough Farms, a Colorado limited liability company in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. We refer to the individuals that indirectly own 100% of the limited liability company interests in FP Land as the "prior investors." FP Land has entered into a merger agreement with our operating partnership, or the FP Land Merger Agreement, pursuant to which FP Land will merge with and into our operating partnership (with our operating partnership surviving) and Pittman Hough Farms will receive OP units as consideration for the merger. We refer to this merger as the FP Land Merger. See "Certain Relationships and Related Party Transactions." The number of OP units issuable to Pittman Hough Farms in the formation transactions is based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors, including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. See "Structure and Formation of Our Company—Determination of Consideration Payable in the Formation Transactions." No shares of our common stock will be issued as consideration in the formation transactions.

The values of OP units set forth below and elsewhere in this prospectus assume a value per OP unit equal to the initial public offering price per share. Pursuant to the terms of the FP Land Merger

Agreement, the number of OP units to be received by Pittman Hough Farms as consideration for the merger was fixed.

The following formation transactions have occurred or will occur substantially concurrently with the completion of this offering:

•: We were formed as a Maryland corporation, and our operating partnership was formed as a Delaware limited partnership, on September 27, 2013.
•: We will sell 3,800,000 shares of our common stock in this offering and an additional 570,000 shares if the underwriters exercise their over-allotment option in full, and we will contribute the net proceeds from this offering to our operating partnership in exchange for 3,800,000 OP units (or 4,370,000 OP units if the underwriters exercise their over-allotment option in full).
•: Pursuant to the FP Land Merger Agreement, FP Land will merge with and into our operating partnership (with our operating partnership surviving) in order to consolidate the ownership of our initial portfolio of properties in our operating partnership. As a result of the FP Land Merger, our operating partnership will own a 100% fee simple interest in each of the properties in our initial portfolio.
•: In connection with the FP Land Merger, Pittman Hough Farms will receive as consideration an aggregate of 1,945,000 OP units having an aggregate value of approximately $27.2 million.
•: Messrs. Pittman and Hough will enter into a representation, warranty and indemnity agreement, or the Representation, Warranty and Indemnity Agreement, pursuant to which they will make certain representations and warranties to us regarding the properties being acquired in the FP Land Merger and agree to indemnify us and our operating partnership for certain breaches of such representations and warranties for one year after the completion of the formation transactions. See "Structure and Formation of Our Company—Formation Transactions." Other than Messrs. Pittman and Hough, no party will provide us with any indemnification, other than with respect to representations regarding their interests in FP Land.
•: We will enter into a tax protection agreement with Pittman Hough Farms, pursuant to which we will agree to indemnify Pittman Hough Farms against certain adverse tax consequences, which may affect the way in which we conduct our business, including with respect to when and under what circumstances we sell properties in our initial portfolio or interests therein or repay debt during the restriction period set forth in the agreements. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement."
•: We will enter into triple-net leases with terms ranging from one to three years for the 36 farms and three grain storage facilities that will be leased to our related tenants, and we will assume the leases for Baca and Crane Creek in connection with the FP Land Merger.
•: Concurrently with or shortly after completion of this offering, we expect to enter into an agreement for a three-year, $30.0 million secured revolving credit facility. We expect to use borrowings under the anticipated credit facility to fund acquisitions and for general corporate purposes and working capital. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Anticipated Secured Revolving Credit Facility."

Benefits of the Formation Transactions to Related Parties

In connection with this offering and the formation transactions, Messrs. Pittman, Fabbri and Hough will receive material benefits described in "Certain Relationships and Related Party Transactions," including those described below.

•: Through his ownership interest in Pittman Hough Farms, Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, will indirectly receive 1,458,750 OP units having an aggregate value of approximately $20.4 million as consideration in the FP Land Merger. In addition, concurrently with the completion of this offering, Mr. Pittman will receive approximately $1.5 million in restricted shares of our common stock equal to an aggregate of 106,357 shares. As a result, Mr. Pittman will beneficially own approximately 26.3% of the combined shares of our common stock and OP units upon completion of this offering and consummation of the formation transactions, or 24.0% if the underwriters' over-allotment option is exercised in full.
•: Through his ownership interest in Pittman Hough Farms, Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, will indirectly receive 262,575 OP units having an aggregate value of approximately $3.7 million as consideration in the FP Land Merger. In addition, Mr. Hough will receive $661,000 in restricted shares of our common stock equal to an aggregate of 47,214 shares. As a result, Mr. Hough will beneficially own approximately 5.2% of the combined shares of our common stock and OP units upon completion of this offering and consummation of the formation transactions, or 4.7% if the underwriters' over-allotment option is exercised in full.
•: Mr. Fabbri, our Chief Financial Officer, will receive $625,000 in restricted shares of our common stock equal to an aggregate of 44,642 shares.
•: Mr. Pittman is the guarantor of approximately $9.2 million of indebtedness, which will be repaid with a portion of the net proceeds from this offering and, as a result, Mr. Pittman will be released from these guarantee obligations. In addition, Mr. Pittman is the guarantor of approximately $30.8 million of indebtedness that we will assume in connection with the formation transactions. In connection with this assumption, we will seek to have Mr. Pittman released from such guarantees.
•: Of the $12.0 million of indebtedness that will be repaid with a portion of the net proceeds from this offering, $6.8 million is being repaid to release mortgage liens on properties in which Mr. Pittman has an ownership interest that are not being acquired by us in connection with the formation transactions. As a result, Mr. Pittman will benefit from the release of the mortgage liens on these properties.
•: Our operating partnership will enter into a tax protection agreement with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, pursuant to which our operating partnership will agree to indemnify Pittman Hough Farms against adverse tax consequences (including as a result of receiving a tax protection payment) in connection with (i) our sale of the protected properties in our initial portfolio in a taxable transaction until the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions and (ii) our operating partnership's failure to provide Pittman Hough Farms the opportunity to guarantee certain debt of our operating partnership (or, alternatively, to enter into deficit restoration obligations) until the seventh anniversary of the completion of the formation transactions. In addition, after expiration of the aforementioned tax protection periods, our operating partnership has agreed to use its best efforts to continue to comply with its obligations under the tax protection agreement with respect to those properties subject to the seven-year protection period and its obligations described under clause (ii) above. Notwithstanding the foregoing, all such obligations generally will terminate on the earlier of (x) the disposition by Pittman Hough Farms, in a taxable transaction, of 50% or more of the OP units originally received pursuant to the formation transactions, and (y) the later of the death of Mr. Pittman or his wife. Pursuant to the tax protection agreement, it is anticipated that the total amount of protected built-in gain on the protected properties will be approximately $33.2 million. Our operating partnership also will

agree to provide Pittman Hough Farms the opportunity to guarantee a portion of our operating partnership's indebtedness, or, alternatively, to enter into deficit restoration obligations, to provide Pittman Hough Farms with certain tax protections. We are currently evaluating, and have not yet determined, whether Pittman Hough Farms will have a need to guarantee debt immediately upon completion of this offering and consummation of the formation transactions. In addition to any guarantee opportunities provided immediately upon completion of the formation transactions and this offering, this opportunity will also be provided upon future repayment, retirement, refinancing, or other reduction (other than scheduled amortization) of our operating partnership's liabilities, and we will indemnify Pittman Hough Farms for any tax liabilities it incurs as a result of our failure to timely provide such opportunity and any tax liabilities incurred as a result of such tax protection payment. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement" and "Structure and Formation of Our Company—Benefits of the Formation Transactions to Related Parties."

•: In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements. See "Shares Eligible for Future Sale—Registration Rights."
•: We intend to enter into employment agreements with Messrs. Pittman and Fabbri that will be effective upon completion of this offering. The employment agreements with Messrs. Pittman and Fabbri will provide for base salary, bonus and other benefits, including severance and accelerated vesting of equity awards upon a termination of the executive's employment under certain circumstances. See "Management—Executive Compensation—Employment Agreements."
•: We will enter into the Consulting Agreement with Mr. Hough, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement."
•: We will enter into a shared services agreement, or the Shared Services Agreement, with American Agriculture Corporation, or American Agriculture, a Colorado corporation that is wholly owned by Messrs. Pittman and Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space and administrative support, accounting support, information technology services and human resources assistance. See "Certain Relationships and Related Party Transactions—Shared Services Agreement."
•: We intend to enter into indemnification agreements with our directors and executive officers that will be effective upon completion of this offering, providing for their indemnification by us to the fullest extent permitted by law and advancement by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors or in certain other capacities.
•: We intend to adopt the Farmland Partners Inc. 2014 Equity Incentive Plan, or our Equity Incentive Plan, under which we may grant cash or equity-based incentive awards to our directors, officers, employees and consultants. Upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. See "Management—Executive Officer and Director Compensation."

•: Upon completion of this offering and the formation transactions, substantially all of the farms in our initial portfolio will be leased to our related tenants, Astoria Farms (which is controlled by Mr. Pittman) and Hough Farms (in which Messrs. Pittman and Hough have an interest), pursuant to triple-net leases with terms ranging from one to three years.

Our Structure

The following diagram depicts our expected ownership structure upon completion of this offering and consummation of the formation transactions. Our operating partnership will own the various properties in our initial portfolio directly or indirectly, and in some cases through special purpose entities created in connection with various financings.

(1): Reflects (a) an aggregate of 150,999 restricted shares of our common stock to be granted to our executive officers, (b) 3,214 restricted shares of our common stock to be granted to each of our independent directors, and (c) 47,214 restricted shares of our common stock to be granted to Jesse J. Hough, our consultant, in each case, concurrently with the completion of this offering.
(2): Reflects an aggregate of 1,945,000 OP units issuable as consideration to Pittman Hough Farms in connection with the FP Land Merger, of which 1,458,750 OP units will be beneficially owned by Mr. Pittman, who will beneficially own an aggregate 26.3% equity interest in our company on a fully diluted basis.
(3): We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to completion of this offering, which leases will be effective upon

completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions.

Restrictions on Ownership and Transfer

Under the partnership agreement, holders of OP units may not transfer their OP units without our prior consent, as the sole member of the general partner of our operating partnership. Each of our executive officers, directors and director nominees and Mr. Hough has agreed not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible or exchangeable into our common stock (including OP units) owned by them at the completion of this offering or thereafter acquired by them for a period of 180 days without the written consent of the representatives of the underwriters of this offering. Beginning on the first anniversary of the completion of the formation transactions, holders of OP units may tender their OP units for redemption by our operating partnership in exchange for cash equal to the market price of our common stock at the time of redemption or, at our option, for shares of our common stock on a one-for-one basis, as described under "Our Operating Partnership and the Partnership Agreement—Redemption Rights."

Due to limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, effective upon completion of this offering and subject to certain exceptions, our charter will provide that no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. See "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

Our charter will also prohibit any person from, among other things:

•: beneficially or constructively owning or transferring shares of our capital stock if such ownership or transfer would result in our being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a year);
•: transferring shares of our capital stock if such transfer would result in our capital stock being owned by fewer than 100 persons;
•: beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive ownership would cause us to constructively own ten percent or more of the ownership interests in a tenant (other than a taxable REIT subsidiary, or TRS) of our real property within the meaning of Section 856(d)(2)(B) of the Code; and
•: beneficially or constructively owning or transferring shares of our capital stock if such beneficial or constructive ownership or transfer would otherwise cause us to fail to qualify as a REIT under the Code.

Our Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a person from the 9.8% ownership limit and certain other restrictions in our charter and may establish or increase an excepted holder percentage limit for such person if our Board of Directors obtains such representations, covenants and undertakings as it deems appropriate in order to conclude that granting the exemption or establishing or increasing the excepted holder percentage limit will not cause us to lose our status as a REIT.

Our charter will also provide that any ownership or purported transfer of our stock in violation of the foregoing restrictions will result in the shares owned or transferred in such violation being automatically transferred to one or more charitable trusts for the benefit of a charitable beneficiary and the purported owner or transferee acquiring no rights in such shares, except that any transfer that results in the violation of the restriction relating to shares of our capital stock being beneficially owned by fewer than 100 persons will be null and void. If the transfer to the trust is ineffective for any reason

to prevent a violation of the restriction, the transfer that would have resulted in such violation will be null and void.

Conflicts of Interest

Formation Transactions and Related Agreements

Following the completion of this offering and consummation of the formation transactions, conflicts of interest may arise between the holders of OP units, on the one hand, and our stockholders, on the other hand, with respect to certain transactions, such as the sale of properties or a reduction of indebtedness, which could have adverse tax consequences to the beneficial owners of OP units, including Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, thereby making those transactions less desirable to such holders. See "Policies with Respect to Certain Activities—Conflicts of Interest and Related Policies" and "Our Operating Partnership and the Partnership Agreement."

We did not negotiate on an arm's-length basis the terms of the formation transactions and their operative documents, including the FP Land Merger Agreement, the Shared Services Agreement, the Consulting Agreement, the tax protection agreement and the Representation, Warranty and Indemnity Agreement. In the course of structuring the formation transactions and negotiating these agreements, Messrs. Pittman, Fabbri and Hough had the ability to influence the type and amount of compensation and benefits that they will receive from us. See "Structure and Formation of Our Company—Formation Transactions." There may be conflicts of interest in the interpretation and enforcement of such agreements. Furthermore, the tax protection agreement that our operating partnership will enter into with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, may affect the way in which we conduct our business, including with respect to when and under what circumstances we sell properties in our initial portfolio or interests therein or repay debt during the restriction period. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement."

Leases with Our Related Tenants

Upon completion of this offering and the formation transactions, 84.0% of the total acres in our initial portfolio will be leased to either Astoria Farms or Hough Farms, which we refer to as our related tenants. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. These leases were not negotiated on an arm's-length basis, and the terms, including the annual rent and other amounts payable, may not be as favorable to us as if the leases had been negotiated with an unaffiliated third party. See "Risk Factors—Risks Related to Our Organizational Structure—The leases with our related tenants were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties." The renewal of any of the leases with our related tenants and any new leases with these entities or any other entity affiliated with our management team or Mr. Hough will require the approval of a majority of the independent members of our Board of Directors. See "Certain Relationships and Related Party Transactions—Leases with Our Related Tenants."

Excluded Assets and Businesses

land devoted to recreational activities. In addition, the excluded Illinois farm contains a substantial amount of timberland from which revenues are generated from logging and hunting. We refer to the excluded Illinois farm and the excluded Nebraska farm as the "homestead farms" in this prospectus. We generally do not believe the two homestead farms are consistent with our investment criteria and business and growth strategies. However, upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Mr. Pittman and Pittman Hough Farms pursuant to which we will be granted a right of first offer with respect to any portion of the two homestead farms that Mr. Pittman and Pittman Hough Farms desire to transfer.

In addition, Messrs. Pittman and Hough have an indirect non-controlling and non-managing interest in a joint venture that owns one farm in Illinois, consisting of approximately 759 acres, and one farm in Colorado, consisting of approximately 159 acres, which will not be acquired by us in our formation transactions. This joint venture may acquire additional farmland in our markets that is consistent with our investment criteria; however, Messrs. Pittman and Hough will not make any additional contributions to this joint venture without the approval of a majority of the independent members of our Board of Directors.

In addition, Messrs. Pittman and Hough are the sole owners of, and Mr. Hough is an employee of, American Agriculture, which provides services related to farming and livestock and is a party to the Shared Services Agreement. See "Certain Relationships and Related Party Transactions—Shared Services Agreement." Mr. Pittman also has (i) ownership interests in Astoria Farms and Hough Farms, which are engaged primarily in the production and sale of corn and soybeans and will lease 84.0% of the total acres in our initial portfolio, and (ii) a controlling interest in a livestock business. Mr. Hough has ownership interests in and manages the farming operations of Astoria Farms and Hough Farms and the livestock business controlled by Mr. Pittman.

As a result of these ownership interests, Messrs. Pittman and Hough will have conflicts of interest. See "Risk Factors—Risks Related to Our Organizational Structure—Messrs. Pittman and Hough have outside business interests that could require time and attention and may interfere with their ability to devote time to our business and affairs or present financial conflicts with us and may adversely affect our business." However, we do not believe that the excluded assets and businesses in which Messrs. Pittman and Hough are engaged will compete with us for tenants or investment opportunities.

Homestead Exemption Policy

Our Board of Directors has adopted a policy, which we refer to as the Homestead Exemption Policy, to allow Mr. Pittman and entities controlled by him to acquire additional farmland in close proximity to the two homestead farms. Pursuant to the Homestead Exemption Policy, Mr. Pittman and entities controlled by him have a right of first opportunity to acquire farmland in a total of 15 townships that are located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two homestead farms are located. The specific townships are Astoria, Isabel, Kerton, Pleasant, Vermont and Woodland in Fulton County, Illinois; Browning, Hickory, Oakland and Rushville in Schuyler County, Illinois; and Alexis, Bone Creek, Olive, Savannah and Summit in Butler County, Nebraska. Under the Homestead Exemption Policy, Mr. Pittman and entities controlled by him may acquire no more than an aggregate of $5.0 million of farmland properties in these 15 townships annually without first offering the acquisition opportunity to us or otherwise receiving the consent or approval of the majority of the independent members of our Board of Directors. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy.

Although this policy could allow Mr. Pittman and the entities controlled by him to acquire farmland that is directly competitive with certain of the farms in our initial portfolio, Mr. Pittman has advised us that he does not intend to acquire for his own account farms that would directly compete with the farms we then own without first offering the acquisition opportunity to us. The independent members of our Board of Directors will review this policy annually.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. Distributions declared by us will be authorized by our Board of Directors in its sole discretion out of funds legally available therefor and will depend upon a number of factors, including restrictions under applicable law, the capital requirements of our company and the distribution requirements necessary to qualify and maintain our qualification as a REIT. We may be required to fund distributions from working capital or with a portion of the net proceeds from this offering or borrow to provide funds for such distributions, or we may choose to make a portion of the required distributions in the form of a taxable stock dividend to preserve our cash balance. However, we currently have no intention to use the net proceeds from this offering to make distributions nor do we currently intend to make distributions using shares of our common stock.

Our Tax Status

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014. Our qualification as a REIT will depend upon our ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we will be organized in conformity with the requirements for qualification as a REIT under the Code and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

As a REIT, we generally will not be subject to U.S. federal income tax on our taxable income that we distribute currently to our stockholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute on an annual basis at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If we fail to qualify for taxation as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our income for that year will be subject to tax at regular corporate rates, and we would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. Even if we qualify as a REIT for U.S. federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to U.S. federal income and excise taxes on our undistributed income. Additionally, any income earned by any TRSs that we form or acquire in the future, will be fully subject to U.S. federal, state and local corporate income tax.

Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise

generally applicable to public companies. For as long as we are an emerging growth company, among other things:

•: we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;
•: we are permitted to provide less extensive disclosure about our executive compensation arrangements; and
•: we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions until December 31, 2019 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, have more than $700 million in market value of shares of our common stock held by non-affiliates, or issue more than $1 billion of non-convertible debt securities over a three-year period. We have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards under Section 102(b) of the JOBS Act.

Corporate Information

Our executive offices are located at 8670 Wolff Court, Suite 240, Westminster, Colorado 80031. Our telephone number at our executive offices is (720) 452-3100 and our corporate website is www.farmlandpartners.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus.

This Offering


Common stock offered by us		3,800,000 shares (plus up to an additional 570,000 shares of our common stock that we may issue and sell upon the exercise of the underwriters' over-allotment option)
Common stock to be outstanding after this offering		4,014,283 shares(1)
Common stock and OP units to be outstanding after this offering and the formation transactions		5,959,283 shares and OP units(1)(2)
Use of proceeds		We estimate that the net proceeds from this offering, after deducting the underwriting discount and commissions and estimated offering expenses payable by us, will be approximately $47.5 million ($55.0 million if the underwriters exercise their over-allotment option in full). We will contribute the net proceeds from this offering to our operating partnership. Our operating partnership intends to use the net proceeds from this offering as follows:
		• approximately $12.0 million to repay outstanding indebtedness, of which $766,000 was advanced by Pittman Hough Farms and will be reimbursed to Pittman Hough Farms with a portion of the net proceeds from this offering;
		• approximately $55,000 (exclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness) to reimburse Pittman Hough Farms for amounts advanced or incurred in connection with this offering and the formation transactions (see "Certain Relationships and Related Party Transactions—Reimbursement of Pre-Closing Offering Expenses"); and
		• the remaining net proceeds, if any, for general corporate purposes, including working capital, future acquisitions and, potentially, paying distributions.
Risk factors		Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading "Risk Factors" beginning on page 24 of this prospectus and other information included in this prospectus before investing in our common stock.
NYSE MKT listing symbol		FPI

(1): Includes (a) 3,800,000 shares of common stock to be issued in this offering, (b) an aggregate of 16,070 restricted shares of our common stock to be granted to our independent directors concurrently with the completion of this offering, and (c) an aggregate of 198,213 restricted shares of our common stock to be granted to Messrs. Pittman, Fabbri and Hough concurrently with the completion of this offering. Excludes (i) 570,000 shares of our common stock issuable upon the exercise of the underwriters' over-allotment option in full, (ii) 1,945,000 shares of our common stock that may be issued, at our option, upon redemption of OP units to be issued in the formation transactions and (iii) 13,717 shares of our common stock available for future issuance

Summary Selected Financial Data

The following table sets forth summary selected financial and operating data on (i) a historical combined basis for our Predecessor and (ii) a pro forma basis for our company after giving effect to this offering and the formation transactions. Our Predecessor, FP Land, is a Delaware limited liability company that owns 100% of the equity interests in two entities, which we refer to as the ownership entities, that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. Pursuant to the FP Land Merger, we will acquire the 38 farms and three grain storage facilities owned indirectly by our Predecessor and assume the ownership and operation of its business. We have not presented historical information for Farmland Partners Inc. because we have not had any corporate activity since our formation other than the issuance of 1,000 shares of our common stock in connection with the initial capitalization of the company in connection with this offering, and because we believe that a discussion of the results of Farmland Partners Inc. would not be meaningful.

You should read the following summary selected financial data in conjunction with our historical combined financial statements and the related notes and with "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this prospectus.

The historical combined consolidated balance sheet information as of December 31, 2013 and 2012 of our Predecessor and the combined consolidated statements of operations for the years ended December 31, 2013 and 2012 of our Predecessor have been derived from the historical audited combined consolidated financial statements of our Predecessor included elsewhere in this prospectus.

Our summary selected unaudited pro forma consolidated financial and operating data as of and for the year ended December 31, 2013 assume the completion of this offering and the consummation of the formation transactions (each as described in the unaudited pro forma consolidated financial statements included elsewhere in this prospectus) as of January 1, 2013 for the operating data and as of the stated date for the balance sheet data. Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

	As of and For the Years Ended December 31,

				Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			2013			2012
	(Unaudited)
Total operating revenues	$	2,619,098		$	2,350,025		$	2,123,116
Net income (loss)		(1,307,270	)		34,172			586,352
EBITDA(1)		(152,914	)		1,525,013			1,872,906
FFO(1)		(1,158,723	)		182,719			710,928
Total assets		74,599,303			39,668,676			36,913,823
Total liabilities		31,408,348			44,392,598			36,580,455
Total (deficit) equity		43,190,955			(4,723,922	)		333,368

(1): For definitions and reconciliations of net income to earnings before interest, taxes, depreciation and amortization, or EBITDA, and funds from operations, or FFO, as well as a statement disclosing the reasons why our management believes that EBITDA and FFO provide useful information to investors and, to the extent material, any additional purposes for which our management uses EBITDA and FFO, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

Before you invest in our securities, you should be aware that your investment is subject to various risks, including those described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase our securities.

The geographic concentration of our initial portfolio could cause us to be more susceptible to adverse weather, economic or regulatory changes or developments in the markets in which our properties are located than if we owned a more geographically diverse portfolio, which could materially and adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all.

All of the farms in our initial portfolio are located in Illinois, Nebraska and Colorado, with a significant concentration in Illinois and Nebraska, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. Upon completion of this offering and the formation transactions, our farms in Illinois, Nebraska and Colorado will represent approximately 85%, 11% and 4%, respectively, of the total 2014 contractual rent of our initial portfolio. As a result, we are particularly susceptible to developments or conditions in these states and/or the specific counties in which our farms are located, including adverse weather conditions (such as windstorms, tornados, floods, drought, hail and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests and other adverse growing conditions, and unfavorable or uncertain political, economic, business or regulatory conditions (such as changes in price supports, subsidies and environmental regulations). Any such developments or conditions could materially and adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all, which could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

Our initial portfolio is comprised almost entirely of properties used to grow primary row crops, principally corn and soybeans, which subjects us to risks associated with concentrating our portfolio in a single asset class devoted to a limited number of crop types.

Our initial portfolio is comprised almost entirely of properties used to grow primary row crops, principally corn and soybeans. As a result, any development or situation that adversely affects the value of properties generally or the prices of corn or soybeans, including those described in the risk factor above, could have a more significant adverse impact on us than if our initial portfolio were diversified by asset type or crop type, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders.

Our business is dependent in part upon the profitability of our tenants' farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

We depend on our tenants to operate the farms we own in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent and real estate taxes, maintain certain insurance coverage and maintain the properties generally. The ability of our tenants to fulfill their obligations under our leases depends, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among other things, adverse weather conditions, crop prices, crop disease, pests, contaminants, and unfavorable or uncertain political, economic, business or regulatory conditions. We will be particularly susceptible to any decline in the profitability of our tenants' farming operations if we enter into any additional leases that do not require 100% of the annual rent to be paid in advance of each spring planting season, such as the lease for the Crane Creek farm, or if we utilize variable-rent leases, such as the lease for the Baca farm, pursuant to which the amount of rent depends on crop yields and prices realized by our tenants, or if we enter into

leases with terms longer than one year, such as the leases for 23 of the 38 farms in our initial portfolio. In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. We can provide no assurances that, if a tenant defaults on its obligations to us under a lease, we will be able to lease or re-lease that farm on economically favorable terms in a timely manner, or at all. In addition, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

The rents we are able to negotiate for the properties we own will be based, in part, on each tenant's expectation of the land's future productivity. To the extent we lease to tenants whose operations become less profitable, prospective tenants may assume reduction in profitability is due, in part, to less productive land, which could make it more difficult to negotiate favorable rental rates for such properties. Our tenants' profitability could also be adversely affected by declines in market prices for primary row crops.

As a result, any downturn in the profitability of the farming operations of our tenants or a downturn in the farming industry as a whole could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

Substantially all of the farms in our initial portfolio will be leased to our related tenants pursuant to triple-net leases, and the failure of these entities to meet their obligations to us, or their determination to not renew leases or to terminate their farming operations, could materially and adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

Of the 38 farms in our initial portfolio, 36 farms, as well as three grain storage facilities (representing an aggregate of approximately 94% of the total 2014 contractual rent of our initial portfolio), will be leased to either Astoria Farms or Hough Farms, our related tenants, pursuant to triple-net leases. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. In addition, although we expect that most of the farms we acquire in the future will be leased to tenants unrelated to our management team, we may lease such newly acquired farms to our affiliates from time to time in the future. Therefore, the success of our business will depend in part upon the profitability of these entities' farming operations and their ability to meet their obligations to us. In the event these affiliates are unable to meet their obligations to us, whether as a result of a downturn in the profitability of their farming operations or otherwise, our financial condition, results of operations, cash flow and ability to make distributions to our stockholders could be materially adversely affected. See "—Risks Related to Our Organizational Structure—The leases with our affiliates were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties."

Moreover, these entities may determine to not renew their leases with us at the end of the lease term or to terminate their farming operations, whether as a result of a downturn in the profitability of their farming operations or otherwise, in which case, a substantial number of our properties would become vacant at the same time. In the event such a situation develops in the future, we may not have sufficient infrastructure in place to successfully identify suitable tenants to lease a large number of properties on an expedited basis, which may cause us to have vacant properties or negotiate lease terms less favorable to us.

We have very limited experience leasing farmland to third parties, and our inability to execute our business plan of continuously leasing our properties on favorable economic and other terms would materially and adversely affect our results of operations and cash available for distribution to stockholders.

While we will lease substantially all of the properties in our initial portfolio to our related tenants pursuant to triple-net leases that require payment of 100% of the annual rent in advance of each spring

planting season, our business plan contemplates leasing properties that we acquire in the future to farm-operator tenants unrelated to Mr. Pittman, Mr. Hough or us (including tenants from whom we acquire farmland in the future), pursuant to leases having similar terms. Our management team has very limited experience leasing farmland to third-party tenants and there can be no assurance that we will be able to identify suitable third-party tenants or negotiate acceptable lease terms for properties we acquire in the future. In particular, we may not be able to obtain triple-net lease terms for our properties on economic terms that are consistent with the terms of the leases for the properties in our initial portfolio. In addition, we may not be able to negotiate for the full payment of rent in advance of each spring planting season, which could increase our exposure to credit risk of our farm-operator tenants and the risks associated with farming operations, such as weather, commodity price fluctuations and other factors described above under "—Our business is dependent in part upon the profitability of our tenants' farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders."

Even if we enter into leases that require payment of all or a substantial portion of annual rent in advance of each spring planting season, in the event of a default by the tenant in payment of the annual rent when due, there can be no assurance that we would be able to timely locate a new tenant and obtain acceptable lease terms before the spring planting season, in which event our lease revenue from any affected property would likely be substantially decreased.

Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.

Our ability to expand through acquisitions is integral to our business strategy and requires that we identify and consummate suitable acquisition or investment opportunities that meet our investment criteria and are compatible with our growth strategy. We will compete for the acquisition of farmland and properties related to farming with many other entities engaged in agricultural and real estate investment activities, including individual and family operators of farming businesses, corporate agriculture companies, financial institutions, institutional pension funds, real estate companies, private equity funds and other private real estate investors. These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for such properties. Our competitors may have greater resources than we do and may be willing to pay more for certain assets or may have a more compatible operating philosophy with our acquisition targets. In particular, larger institutions may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Our competitors may also adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties, our profitability may decrease, and you may experience a lower return on your investment. Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.

We do not intend to continuously monitor and evaluate tenant credit quality and may be subject to risks associated with our tenants' financial condition and liquidity position.

We may not be able to negotiate for the full payment of rent in cash in advance of the planting season (such as our lease for the Crane Creek farm), which subjects us to credit risk exposure to our farm-operator tenants and the risks associated with farming operations, such as weather, commodity price fluctuations and other factors. We will also be exposed to these risks with respect to leases for

which the rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year (such as the leases for 23 of the 38 farms in our initial portfolio). Because we do not intend to monitor and evaluate the credit risk exposure related to farm-operator tenants on an ongoing basis, we will be subject to the risk that our tenants, particularly those that may depend on debt and leverage to finance their operations, could be susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their financial obligations, including meeting their obligations to us under their leases. As a result, we may not become aware of a tenant's financial distress until the tenant fails to make payments to us when due, which may significantly reduce the amount of time we have to evict the tenant and re-lease the farmland to a new tenant before the start of the spring planting season, and in the event of a tenant bankruptcy we may not be able to terminate the lease. If we are unable to re-lease the farmland on a timely basis, it could have a material adverse effect on our revenues.

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.

Certain states, including Iowa, North Dakota, South Dakota, Minnesota, Oklahoma, Wisconsin, Missouri and Kansas, in which a substantial amount of primary row cropland is located, have laws that prohibit or restrict to varying degrees the ownership of agricultural land by corporations or business entities like us. Additional states may, in the future, pass similar or more restrictive laws, and we may not be legally permitted, or it may become overly burdensome or expensive, to acquire properties in these states, which could impede the growth of our portfolio and our ability to diversify geographically in states that might otherwise have attractive investment opportunities.

Our initial portfolio is comprised of properties located in Illinois, Nebraska and Colorado. We intend to acquire properties in markets that are new to us. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local market, including the availability and identity of quality tenant farmers, forging new business relationships in the area and unfamiliarity with local government requirements and procedures. Furthermore, the negotiation of a potential expansion into new markets would divert management time and other resources. As a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our results of operations and ability to make distributions to our stockholders.

Our platform may not be as scalable as we anticipate, and we could face difficulties growing our business without significant new investment in personnel and infrastructure, which could disrupt our business and operations and impede the growth of our business.

Our platform for operating our business may not be as scalable as we anticipate or able to support significant growth without substantial new investment in personnel and infrastructure. Upon completion of this offering and the formation transactions, we will have two employees, have access to additional personnel pursuant to the Shared Services Agreement with American Agriculture and receive consulting services from Mr. Hough pursuant to the Consulting Agreement. It is possible that if our business grows substantially, we will need to make significant new investment in personnel and infrastructure to support that growth. We may be unable to make significant investments on a timely basis or at reasonable costs and our failure in this regard could disrupt our business and operations and impede the growth of our business.

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.

Upon completion of this offering, all of the leases in our initial portfolio will have terms ranging from one to three years, and we expect that most of the leases we enter into in the future will have one- to three-year terms. As a result, we will be required to frequently re-lease our properties upon the expiration of our leases, which will make us more susceptible to declines in market rental rates than we would be if we were to enter into longer term leases. As a result, any decreases in the prevailing market rental rates in the geographic areas in which we own properties could have a material adverse effect on our results of operations and ability to make distribution to our stockholders.

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.

The real estate investments made, and to be made, by us may be difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions may be limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our tax protection agreement, as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, the Code imposes restrictions on a REIT's ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interests. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

If our properties do not have access to adequate water supplies, it could harm our ability to lease the properties for farming on favorable terms or at all, which could have a material adverse impact on the value of our properties and our results of operations and ability to make distributions to our stockholders.

Farmland and properties related to farming require access to sufficient water to make the property suitable for farming. Although we expect to acquire properties with sufficient water access, there may be a need to drill additional wells in the future, and we would be required to obtain permits prior to drilling such wells. Permits for drilling water wells are required by state and county regulations, and such permits may be difficult or costly to obtain, particularly in areas where there is a limited supply of water. In addition, there can be no assurance that additional wells will produce sufficient water supplies to support farming operations adequately. Similarly, our properties may be subject to governmental regulations relating to the quality and disposition of rainwater runoff or other water to be used for irrigation, and we could incur costs in order to retain this water and comply with such regulations. If we are unable to obtain or maintain sufficient water supplies for our properties, or the costs incurred to obtain or maintain the water supplies cause the farming operation to be less profitable, we may not be able to lease our properties for farming on favorable terms or at all, which could have a material adverse impact on the value of our properties and our results of operations and ability to make distributions to our stockholders.

Our farms are subject to adverse weather conditions, seasonal variability, crop disease and other contaminants, which may affect our tenants' ability to pay rent and thereby have an adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders.

Annual row crops are vulnerable to adverse weather conditions, including windstorms, tornados, floods, drought and temperature extremes, which are quite common but difficult to predict. Unfavorable growing conditions can reduce both crop size and crop quality. Seasonal factors, including supply and consumer demand, may also have an effect on the crops grown by our tenants. In extreme cases, entire harvests may be lost in some geographic areas.

In addition, annual row crops are vulnerable to crop disease, pests and other contaminants. Damages to tenants' crops from crop disease and pests may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. The costs to control these infestations vary depending on the severity of the damage and the extent of the plantings affected. These infestations can increase the costs and decrease the revenues of our tenants. Tenants may also incur losses from product recalls, fines or litigation due to other contaminants that may cause food borne illness. It is difficult to predict the occurrence or severity of such product recalls, fines or litigation as well as their impact upon our tenants.

Although we typically lease our properties on a fixed-rent basis that does not change based on the success of the farming operations, we may, to a limited extent, utilize variable-rent leases pursuant to which the amount of the rent depends on crop yields and prices in regions where such arrangements are prevalent. In any case, adverse weather conditions, seasonal variability, crop disease, pests and other contaminants could adversely affect our tenants' ability to continue to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations, financial condition, and our ability to make distributions to our stockholders.

In the past, the market prices of the crops that our tenants may produce on our agricultural properties have been volatile, which may affect our tenants' ability to pay rent and thereby have an adverse effect on our results of operations and our ability to make distributions to stockholders.

The value of a crop is affected by many factors that can differ on a yearly basis. The unpredictability of weather and crop disease in the major crop production regions worldwide creates a significant risk of price volatility, which may either increase or decrease the value of the crops that our tenants produce each year. Other material factors adding to the volatility of crop prices are changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets, and eruptions of military conflicts or civil unrest. Although rental payments under our leases typically will not be based on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations and our ability to make distributions to our stockholders.

The future effects of climate change could adversely impact the value of our properties and our results of operations.

In addition to the general risks that adverse weather conditions pose for the tenants of our properties, the value of our properties and the operations of our tenants may be subject to risks associated with long-term effects of climate change. Many climatologists have predicted that the impacts of climate change could include increases in average temperatures, more extreme temperatures, changes in rainfall patterns, severe droughts, and increases in volatile weather over time. Such effects of climate change could make our properties less profitable for farming or other alternative uses, which could adversely impact the value of our properties, our results of operations and our ability to make distributions to our stockholders.

Adverse changes in government policies related to farming, including decreases in farm subsidies, tax incentives or the percentage of ethanol that must be blended into fuel, could reduce 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.

There are a number of government programs that provide subsidies and tax and other incentives to farm operators. Some of these programs have been in operation since the 1930s and were intended to stabilize the income to farm operators and protect them from agricultural setbacks such as wind damage, floods, drought and crop disease. In addition, in recent years both the U.S. federal government and certain state governmental agencies have required that transportation fuel sold in the United States contain a minimum volume of renewable fuel, including ethanol. These renewable fuel requirements have caused ethanol demand to increase substantially, which in turn has had a positive impact on the price of corn and primary row crop farmland prices in general. The elimination or reduction of any of these subsidies or other incentives, the widespread use of other forms of renewable fuel or reduction in renewable fuel requirements in the future could reduce the prices of crops and the profitability of farming operations, which could materially and adversely impact the value of our farms and our ability to lease them on favorable terms, or at all, which would have a material adverse effect on our results of operations.

Acquiring farmland and properties related to farming during periods when such properties are experiencing substantial inflows of capital and intense competition may result in inflated purchase prices and increase the likelihood that our properties will not appreciate in value and may, instead, decrease in value.

The allocation of substantial amounts of capital for investment in farmland and farming related properties and significant competition for income-producing real estate may inflate the purchase prices for such assets. If we acquire properties in such an inflated environment, it is possible that the value of our assets may not appreciate and may, instead, decrease in value, perhaps significantly, below the amount we paid for such assets. In addition to macroeconomic and local economic factors, technical factors, such as a decrease in the amount of capital allocated to the purchase of farmland and farming related properties and the number of investors participating in the sector, could cause the value of our assets to decline.

If the U.S. Federal Reserve or other central banks embark on a substantial tightening of monetary policy in the future that causes real interest rates to rise substantially, it may cause land prices to decline if the rise in real interest rates is not accompanied by rises in the general levels of inflation.

A substantial tightening of monetary policy by the U.S. Federal Reserve or other central banks would increase credit costs (through the resulting increase in interest rates) and decrease credit availability. This could hurt farm operators because higher real interest rates make it more difficult for farm operators to qualify for loans and increase their borrowing costs. Higher interest rates also tend to decrease U.S. and world economic growth, thus decreasing the demand for agricultural commodities. All of these consequences could reduce farm income. If increases in real interest rates (which is defined as nominal interest rates minus the inflation rate) are not accompanied by higher levels of farm income and rents, this could lead to declines in agricultural land values and a reduction in our profitability, either of which would have a material adverse effect on our business or results of operations, financial condition, and ability to make distributions to our stockholders.

The loss of key management personnel, particularly Paul A. Pittman and Luca Fabbri, or the loss of Jesse J. Hough, our consultant, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.

Our future success depends to a significant extent on the continued service and coordination of our senior management team, particularly Paul A. Pittman, our Executive Chairman, President and

Chief Executive Officer, and Luca Fabbri, our Chief Financial Officer. We can provide no assurances that any of our key personnel will continue their employment with us. The loss of services of any of our executive officers could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.

In addition, the success of the farm operator that will rent substantially all of our properties upon completion of this offering depends to a significant extent on the continued service of Jesse J. Hough, who manages the farming operations of our related tenants that will lease substantially all of the farms in our initial portfolio. The loss of services from Mr. Hough under the Consulting Agreement or his departure from or diminishment of his activities at our related tenants could have a material adverse effect on our business.

We have no operating history as a REIT or a publicly traded company, and we cannot assure that the past experience of our senior management team will be sufficient to successfully operate our company as a REIT or a publicly traded company.

We have no operating history as a REIT or a publicly traded company. We cannot assure you that the past experience of our senior management team will be sufficient to successfully operate our company as a REIT or a publicly traded company, including the requirements to timely meet the disclosure requirements of the SEC. Following the completion of this offering, we will be required to develop and implement control systems and procedures in order to qualify and maintain our qualification as a REIT, satisfy our periodic and current reporting requirements under applicable SEC regulations and comply with the NYSE MKT listing standards, and this transition could place a significant strain on our management systems, infrastructure and other resources, any of which could materially adversely impact our business, results of operations and financial condition. See "—U.S. Federal Income Tax Risks—Failure to qualify 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."

We are an "emerging growth company," and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make shares of our common stock less attractive to investors.

In April 2012, President Obama signed into law the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for "emerging growth companies," including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, we may take advantage of exemptions from various reporting and other requirements that are applicable to other public companies that are not emerging growth companies, including the requirements to:

We cannot predict if investors will find shares of our common stock less attractive because we will not be subject to the same reporting and other requirements as other public companies. If some investors find shares of our common stock less attractive as a result, there may be a less active trading market for our common stock, and the per share trading price of our common stock could decline and may be more volatile.

We will incur new costs as a result of becoming a public company, and such costs may increase if and when we cease to be an "emerging growth company," which could adversely impact our results of operations.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the NYSE MKT and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. As a result, our executive officers' attention may be diverted from other business concerns, which could adversely affect our business and results of operations. In addition, the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect compliance with these public reporting requirements and associated rules and regulations to increase expenses, particularly after we are no longer an emerging growth company, although we are currently unable to estimate these costs with any degree of certainty. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, which could result in our incurring additional costs applicable to public companies that are not emerging growth companies.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our executive officers' time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our executive officers and adversely affect our business and results of operations.

As a result of becoming a public company, management will be required to report periodically on the effectiveness of its system of internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our system of internal control over financial reporting may not be determined to be appropriately designed or operating effectively, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

In connection with our Predecessor's audits for the years ended December 31, 2013 and December 31, 2012, our Predecessor's independent registered public accounting firm identified and communicated a material weakness related to the failure to implement an effective system of internal controls over financial reporting. Two contributing factors to this material weakness include a failure to maintain a sufficient complement of qualified accounting personnel and an appropriate segregation of duties within the organization. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our Predecessor's financial statements will not be prevented or detected on a timely basis. This material weakness resulted in audit adjustments to our Predecessor's financial statements, which were identified by our Predecessor's independent registered public accounting firm.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting for the first fiscal year beginning after the completion of this offering. In addition, after we are no longer an emerging growth company under the JOBS Act, Section 404 of the Sarbanes-Oxley Act requires our auditors to deliver an attestation report on the effectiveness of our internal controls over financial reporting in conjunction with their opinion on our audited financial statements. Substantial work on our part is required to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. This process is expected to be both costly and challenging. Upon completion of this offering, our management team and financial reporting personnel will be primarily those of our Predecessor and, as such, we may face the same material weakness as our Predecessor that is described above. We cannot give any assurances that the material weakness identified by our independent registered public accounting firm will be remediated on a timely basis or at all or that additional material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act. The existence of any material weakness would preclude a conclusion by management and our independent auditors that we maintained effective internal control over financial reporting. Our management may be required to devote significant time and expense to remediate any material weaknesses that may be discovered and may not be able to remediate any material weakness in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could lead to a decline in the per share trading price of our common stock.

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 qualify and maintain our qualification as a REIT.

In order to qualify and maintain our qualification as a REIT, we are required under the Code to, among other things, distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including acquisition opportunities and principal and

interest payments on any outstanding debt, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms, in the time period we desire, or at all. Any debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and any additional equity we raise (including the issuance of OP units) could be dilutive to existing stockholders. Our access to third-party sources of capital depends, in part, on:

Recently, the capital markets have been subject to significant disruptions. If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

We may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, which exposes us to risks associated with being a mortgage lender, including the risk that borrowers default on their obligations to us, which could adversely affect our results of operations and financial condition.

We may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming. Payments on such loans depend on the profitable operation or management of the farmland or farmland-related property securing the loan. The success of the farmland or farm-related property may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields, declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes in price supports, subsidies and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower's ability to repay the loan may be impaired. If a borrower defaults under a mortgage loan for which we are the lender, we may attempt to foreclose on the collateral securing the loan, including by acquiring title to the subject property, to protect our investment. In response, the defaulting borrower may contest our enforcement of foreclosure or other available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies, or bring claims against us for lender liability. If a defaulting borrower seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing foreclosure or other available remedies against the borrower unless relief is first obtained from the court with jurisdiction over the bankruptcy case. In addition, we may be subject to intercreditor agreements that delay, impact, govern or limit our ability to foreclose on a lien securing a loan or otherwise delay or limit our pursuit of our rights and remedies. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, results of operations and ability to make distributions to our stockholders. Even if we successfully foreclose on the collateral securing our mortgage loans, foreclosure-related costs, high loan-to-value ratios or declines in property values could prevent us from

realizing the full amount of our mortgage loans, and we could be required to record a valuation allowance for such losses.

We may be subject to litigation or threatened litigation, which may divert management time and attention, require us to pay damages and expenses or restrict the operation of our business.

We may be subject to litigation or threatened litigation, including claims relating to the actions of our tenants and otherwise in the ordinary course of business. In particular, we are subject to the risk of complaints by our tenants involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to litigation or governmental investigations, as well as claims and litigation relating to real estate rights or uses of our properties. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Additionally, whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management's ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant, or involve our agreement with terms that restrict the operation of our business. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of those claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and could expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors, which could adversely impact our results of operations, cash flows and our ability to pay distributions on, and the value of, our common stock.

Liability for uninsured or underinsured losses could adversely affect our financial condition and cash flow.

Our properties may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods and tornados. Our insurance may not be adequate to cover all damages or losses from these events, or we may view it as not economically prudent to purchase insurance for certain types of losses. Should an uninsured loss occur, we could lose our capital investment or anticipated profits and cash flows from one or more properties. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss, which could have an adverse effect on our cash flow.

Potential liability for environmental matters could adversely affect our financial condition.

We will be subject to the risk of liabilities under federal, state and local environmental laws applicable to agricultural properties, including those related to wetlands, groundwater and water runoff. Some of these laws could subject us to:

Environmental site assessments were not conducted on the farms in our initial portfolio and we do not expect to conduct environment site assessments on farms we acquire in the future. Our costs of investigation, remediation or removal of hazardous substances may be substantial. In addition, the presence of hazardous substances on one of our properties, or the failure to properly remediate a contaminated property, could adversely affect our ability to sell or lease the property or to borrow using the property as collateral. We may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Additionally, we could become subject to new, stricter environmental regulations, which could diminish the utility of our properties and have a material adverse impact on our results of operations.

The presence of endangered or threatened species on or near our acquired properties could restrict the activities of our agricultural tenants, which could in turn have a material adverse impact on the value of our assets and our results of operations.

Federal, state, local and foreign laws and regulations intended to protect threatened or endangered species could restrict certain activities on our properties. The size of any area subject to restriction would vary depending on the protected species at issue, the time of year and other factors, and there can be no assurance that such federal, state, local and foreign laws will not become more restrictive over time. If portions of our properties are deemed to be part of or bordering habitats for such endangered or threatened species that could be disturbed by the agricultural activities of our tenants, it could impair the ability of the land to be used for farming, which in turn could have a material adverse impact on the value of our assets and our results of operations.

We may be required to permit the owners of the mineral rights on our properties to enter and occupy parts of the properties for the purposes of drilling and operating oil or gas wells, which could adversely impact the rental value of our properties.

Although we will own the surface rights to the properties that we acquire, other persons may own the rights to any minerals, such as oil and natural gas, that may be located under the surfaces of these properties. As of the date of this prospectus, we have not entered into any agreements that grant third parties mineral rights on any of the farms in our initial portfolio and are not aware of any third-party interests in the mineral rights on any of our farms. Currently there is no mineral development on the farms in our initial portfolio, but we can provide no assurances that third parties will not assert claims for mineral rights on the farms in our initial portfolio or that farmland that we acquire in the future will not be subject to third-party mineral rights. To the extent that third parties have mineral rights on farmland that we currently own or acquire in the future, we expect that we would be required to permit third parties to enter our properties for the purpose of drilling and operating oil or gas wells on the premises. We will also be required to set aside a reasonable portion of the surface area of our properties to accommodate these oil and gas operations. The devotion of a portion of our properties to these oil and gas operations would reduce the amount of the surface available for farming or farm-related uses. Such activities might also disrupt the productivity of the farmland or property related to farming or increase the risk of environmental liabilities, any of which could adversely impact the rents that we receive from leasing these properties.

Debt, and the use of debt to finance future acquisitions or for other purposes, could restrict our operations, inhibit our ability to grow our business and revenues, and negatively affect our business and financial results.

Upon completion of this offering and the application of the net proceeds from this offering, we expect to have approximately $30.8 million of outstanding indebtedness. In addition, we intend to incur additional debt in connection with future acquisitions or for other purposes. We may, in some instances, borrow under our anticipated $30.0 million secured revolving credit facility or incur additional indebtedness to acquire farms. In addition, we may incur additional mortgage debt by

obtaining loans secured by a portfolio of some or all of the farms that we own or acquire. If necessary, we also may borrow funds to make distributions to our stockholders in order to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. To the extent that we do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance the debt through debt or equity financings, which may not be available on acceptable terms or at all and which could be dilutive to our stockholders. If we are unable to refinance our debt on acceptable terms or at all, we may be forced to dispose of farms at inopportune times or on disadvantageous terms, which could result in losses. To the extent we cannot meet our future debt service obligations, we will risk losing to foreclosure some or all of our farms that may be pledged to secure our obligations. An increase in our degree of leverage also could make us more vulnerable to a downturn in business or the economy generally.

Increases in mortgage rates or unavailability of mortgage debt may make it difficult for us to finance or refinance our debt, which could have a material adverse effect on our financial condition, results of operations, growth prospects and our ability to make distributions to stockholders.

If mortgage debt is unavailable to us at reasonable rates or at all, we may not be able to finance the purchase of additional properties or refinance existing debt when it becomes due. If interest rates are higher when we refinance our debt, our income and cash flow could be reduced, which would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money. In addition, to the extent we are unable to refinance our debt when it becomes due, we will have fewer debt guarantee opportunities available to offer under our tax protection agreement, which could trigger an obligation to indemnify certain parties under the tax protection agreement.

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.

Upon completion of this offering and the application of the net proceeds from this offering, we expect to have approximately $30.8 million of outstanding mortgage indebtedness. In addition, in the future, we intend to finance property acquisitions, in part, with mortgage indebtedness. Mortgage and other secured debt obligations increase our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. Foreclosures could also trigger our tax indemnification obligations under the terms of our tax protection agreement with respect to the sales of certain properties.

Our anticipated secured revolving credit facility is expected to restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make certain capital expenditures and make certain investments, which could have a material adverse impact on our results of operations.

Our anticipated secured revolving credit facility is expected to contain customary negative covenants and other financial and operating covenants that, among other things:

These limitations will restrict our ability to engage in certain business activities, which could materially adversely affect our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations. In addition, our credit facility may contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right, in certain circumstances, to declare a default if we are in default under other loans.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

We may experience interest rate volatility in connection with our anticipated secured revolving credit facility, mortgage loans or other variable-rate debt that we may owe, and mortgage loans we may make, from time to time. We may seek to mitigate our exposure to changing interest rates by using interest rate hedging arrangements such as interest rate swaps and caps. These derivative instruments involve cost and risk and may not be effective in reducing our exposure to interest rate changes. Risks inherent in derivative instruments include the risk that counterparties to derivative contracts may be unable to perform their obligations, the risk that interest rates move in a direction contrary to, or move slower than the period contemplated by, the direction or time period that the derivative instrument is designed to cover, and the risk that the terms of such instrument will not be legally enforceable. While we intend to design our hedging strategies to protect against adverse movements in interest rates, derivative instruments that we are likely to use may also involve immediate costs, which could reduce our cash available for distribution to our stockholders. Likewise, ineffective hedges, as well as the occurrence of any of the risks inherent in derivatives, could adversely affect our results of operations or reduce your overall investment returns. We will review each of our derivative contracts and will periodically evaluate their effectiveness against their stated purposes.

We may be unable to collect balances due on our leases from any tenants in bankruptcy, which could adversely affect our financial condition, results of operations and cash flow.

We are subject to tenant credit risk. Our tenants, particularly those that may depend on debt and leverage, could be susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their financial obligations, including meeting their obligations to us under their leases. A tenant in bankruptcy may be able to restrict our ability to collect unpaid rent and interest during the bankruptcy proceeding and may reject the lease. If a bankrupt tenant rejects a lease with us, any claim we might have for breach of the lease, excluding a claim against collateral securing the lease, would be treated as a general unsecured claim. Our claim would likely be capped at the amount the tenant owed us for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year of lease payments or 15% of the remaining lease payments payable under the lease, but in no case more than three years of lease payments. In addition, a tenant may assert in a bankruptcy proceeding that its lease should be re-characterized as a financing agreement. If such a claim is successful, our rights and remedies as a lender, compared to a landlord, will generally be more limited. In the event of a tenant bankruptcy, we may also be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant. In the event of the tenant's breach of its obligations to us or its rejection of the lease in bankruptcy proceedings, we may be unable to

locate a replacement tenant in a timely manner or on comparable or better terms. As a result, our financial condition, results of operations and ability to make distributions to our stockholders could be adversely affected if a tenant declares bankruptcy.

If our tenants fail to comply with applicable labor regulations, it could have an adverse effect on our tenants' ability to make rental payments to us and, in turn, our ability to make distributions to our stockholders.

State, county and federal governments have implemented a number of regulations governing labor practices used in connection with farming operations. For example, these regulations seek to provide for minimum wages and minimum and maximum work hours, as well as to restrict the hiring of illegal immigrants. If one of our tenants is accused of violating, or found to have violated such regulations, it could have a material adverse effect on the tenant's results of operations, which could adversely affect its ability to make its rental payments to us and, in turn, our ability to make distributions to our stockholders.

Upon completion of this offering and consummation of the formation transactions, Mr. Pittman will own, directly or indirectly, an aggregate 26.3% beneficial interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company and our operating partnership, including the approval of significant corporate transactions.

Upon completion of this offering and consummation of the formation transactions, Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, will beneficially own approximately 26.3% of the combined outstanding shares of our common stock and OP units (which OP units may be redeemable for shares of our common stock) (or approximately 24.0% if the underwriters fully exercise their over-allotment option). Consequently, Mr. Pittman may be able to significantly influence the outcome of matters submitted for stockholder action, including the approval of significant corporate transactions, including business combinations, consolidations and mergers.

Unknown liabilities assumed by us in connection with our formation transactions could be significant and our ability to seek recourse against third parties for certain of these liabilities could be limited, which could result in losses.

As part of our formation transactions, we will acquire entities and assets that are subject to existing liabilities, some of which may be unknown or unquantifiable at the time this offering is completed. These liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims by tenants or other persons dealing with our Predecessor entities (that had not been asserted or threatened prior to this offering), tax liabilities, claims relating to mineral rights or title and accrued but unpaid liabilities incurred in the ordinary course of business. While in some instances we may have the right to seek reimbursement against an insurer, any recourse against third parties, including the prior investors in our assets, for certain of these liabilities will be limited. Messrs. Pittman and Hough will enter into the Representation, Warranty and Indemnity Agreement with us with respect to certain aspects of the formation transactions but their liability to us will be limited with respect to time and dollar amount. There can be no assurance that we will be entitled to any such reimbursement or that ultimately we will be able to recover in respect of such rights for any of these historical liabilities.

We have not obtained a fairness opinion in connection with the FP Land Merger, and the consideration to be paid by us in the FP Land Merger was not negotiated on an arm's-length basis and may exceed the fair market value of the farmland and other assets in our initial portfolio.

We have not obtained a fairness opinion in connection with the FP Land Merger. The amount of consideration to be paid by us to Pittman Hough Farms, in which Paul A. Pittman has a 75% controlling interest, in the FP Land Merger was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors, including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. The consideration to be paid by us to Pittman Hough Farms was not based on arm's-length negotiations and was not approved by any independent directors. Through his interest in Pittman Hough Farms, Mr. Pittman, who had significant influence in structuring the formation transactions, indirectly will receive an aggregate of 1,458,750 OP units as a result of the formation transactions. These OP units will have an initial value of approximately $20.4 million, based on the initial public offering price of $14.00 per share, and represent 24.5% of the outstanding equity interests of our company (on a fully diluted basis) upon completion of this offering and the formation transactions. It is possible that the consideration we will pay for the farmland and other assets in our initial portfolio may exceed their fair market value and that we could realize less value from these assets than we would have if the assets had been acquired after arm's-length negotiations. See "Certain Relationships and Related Transactions."

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.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, including Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, as the general partner of our operating partnership, has fiduciary duties and obligations to our operating partnership and its limited partners under Delaware law and the partnership agreement in connection with the management of our operating partnership. The general partner's fiduciary duties and obligations as the general partner of our operating partnership may come into conflict with the duties of our directors and officers to our company.

Unless otherwise provided for in a partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness and loyalty and which generally prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The partnership agreement provides that, in the event of a conflict between the interests of the limited partners of our operating partnership, on the one hand, and the separate interests of our stockholders, on the other hand, the general partner, in its capacity as the general partner of our operating partnership, shall act in the interests of our stockholders and is under no obligation to consider the separate interests of the limited partners of our operating partnership in deciding whether to cause our operating partnership to take or not to take any actions. The partnership agreement further provides that any decisions or actions not taken by the general partner in accordance with the partnership agreement will not violate any duties, including the duty of loyalty, that the general partner, in its capacity as the general partner of our operating partnership, owes to our operating partnership and its partners.

Additionally, the partnership agreement provides that the general partner will not be liable to our operating partnership or any partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by our operating partnership or any limited partner unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. Our operating partnership must indemnify the general partner, us, our directors and officers, officers of our operating partnership and others designated by the general partner from and against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the indemnified person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the indemnified person actually received an improper personal benefit in money, property or services or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our operating partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person's right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action. No reported decision of a Delaware appellate court has interpreted provisions similar to the provisions of the partnership agreement that modify and reduce our fiduciary duties or obligations as the sole member of the general partner or reduce or eliminate our liability for money damages to our operating partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement.

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.

Our charter contains certain ownership limits with respect to our stock. Our charter, among other restrictions, prohibits the beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our stock, excluding any shares that are not treated as outstanding for U.S. federal income tax purposes. Our Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied. See "Description of Our Capital Stock—Restrictions on Ownership and Transfer." This ownership limit as well as other restrictions on ownership and transfer of our stock in our charter may:

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.

Our Board of Directors, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of

stock of any class or series that we are authorized to issue. In addition, under our charter, our Board of Directors, without stockholder approval, has the power to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the preference, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption for such newly classified or reclassified shares. See "Description of Our Capital Stock—Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock." As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise 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 of the Maryland General Corporation Law, or the MGCL, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

By resolution of our Board of Directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our Board of Directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

Additionally, certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses, some of which (for example, a classified board) we do not currently employ. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring, or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter contains a provision whereby we elect to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our Board of Directors. See "Certain Provisions of Maryland Law and of Our Charter and Bylaws."

Our charter, our bylaws and Maryland law also contain other provisions, including the provisions of our charter on removal of directors and the advance notice provisions of our bylaws, that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Certain provisions in the partnership agreement may delay or prevent unsolicited acquisitions of us.

Provisions in the partnership agreement may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders might consider such proposals, if made, desirable. These provisions include, among others:

Upon completion of this offering and consummation of the formation transactions, Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, will own approximately 32.6% of the outstanding OP units in our operating partnership.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, our consultant, have outside business interests that could require time and attention and may interfere with their ability to devote time to our business and affairs or present financial conflicts with us and may adversely affect our business.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, our consultant, will retain ownership interests in one farm in Illinois (consisting of 2,866 total acres) and one farm in Nebraska (consisting of 1,193 total acres) that will not be acquired by us in our formation transactions, due to their families' long-term ownership of those farms and the high proportion of non-tillable acreage of those farms, including pasture land, livestock facilities and land devoted to recreational activities. In addition, Messrs. Pittman and Hough have an indirect non-controlling and non-managing interest in a joint venture that owns one farm in Illinois, consisting of approximately 759 acres, and one farm in Colorado, consisting of approximately 159 acres, which will not be acquired by

us in our formation transactions. This joint venture may acquire additional farmland in our markets that is consistent with our investment criteria; however, Messrs. Pittman and Hough will not make any additional contributions to this joint venture without the approval of a majority of the independent members of our Board of Directors.

Mr. Pittman also owns a property in California that will not be acquired by us in the formation transactions. The California property was historically operated as a ranch but is being held for a potential residential development and is not consistent with our investment criteria and business and growth strategies. In addition, Messrs. Pittman and Hough are the sole owners of, and Mr. Hough is an employee of, American Agriculture, which provides services related to farming and livestock and is a party to the Shared Services Agreement. See "Certain Relationships and Related Party Transactions—Shared Services Agreement." Mr. Pittman also has (i) ownership interests in Astoria Farms and Hough Farms, which are engaged primarily in the production and sale of corn and soybeans and will lease approximately 84.0% of the total acres in our initial portfolio, and (ii) a controlling interest in a livestock business. Mr. Hough has ownership interests in and manages the farming operations of Astoria Farms and Hough Farms and the livestock business controlled by Mr. Pittman, and he may be required to devote substantial time to those businesses. See "Certain Relationships and Related Party Transactions—Excluded Assets and Businesses." In addition, our Board of Directors has adopted the Homestead Exemption Policy, pursuant to which Mr. Pittman and his affiliates have a right of first opportunity to acquire farmland in a total of 15 townships located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two homestead farms are located, up to a maximum aggregate amount of $5.0 million annually. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. See "Certain Relationships and Related Party Transactions—Homestead Exemption Policy."

In some cases, Mr. Pittman may have financial conflicts between the excluded farms and any additional farms he may acquire, on the one hand, and the farms in our initial portfolio, on the other hand—for example, the opportunity to direct existing or prospective tenants to one of the excluded properties rather than a property in our initial portfolio in order to increase the value of that excluded property. In addition, Mr. Pittman will have certain management and fiduciary obligations related to these business interests that may interfere with his ability to devote time to our business and affairs and may adversely affect our business. We cannot accurately predict the amount of time and attention that will be required of Mr. Pittman to perform his ongoing duties related to outside business interests.

The leases with our related tenants that will be in place upon completion of this offering were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties.

Substantially all of the properties in our initial portfolio are leased to either Astoria Farms or Hough Farms, our related tenants, pursuant to triple-net leases. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. As such, the leases between us and our related tenants, which have terms that range from one to three years, were negotiated between related parties and their terms, including rent payable to us under the leases, may not be as favorable to us as if they had been negotiated with unaffiliated third parties. Moreover, conflicts of interest may exist or could arise in the future as a result of considering whether to renew, terminate or negotiate these leases. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the leases with these parties because of our desire to maintain our ongoing relationship with these parties.

Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.

In connection with the formation transactions, our operating partnership will enter into a tax protection agreement that provides that if we dispose of any interest in the protected initial properties in a taxable transaction prior to the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions, subject to certain exceptions and unless such obligation terminates sooner under the agreement, we will indemnify Pittman Hough Farms for its tax liabilities attributable to the built-in gain that exists with respect to such property interests as of the time of this offering and the formation transactions, and the tax liabilities incurred as a result of such tax protection payment. We also have agreed to use our best efforts to continue to comply with such obligations with respect to those properties subject to the seven-year protection period after the expiration of such period (unless such obligation otherwise was terminated under the agreement). See "Certain Relationships and Related Party Transactions." In addition, we may enter into similar tax protection agreements in the future if we issue OP units in connection with the acquisition of properties. Therefore, although it may be in our stockholders' best interests that we sell one of these properties, it may be economically prohibitive for us to do so because of these obligations. Furthermore, for the protected initial properties that have an initial seven-year tax protection period, our best efforts obligation to Pittman Hough Farms will significantly limit our ability to dispose of those properties after the initial seven-year tax protection period without payment of the tax indemnification amount to Pittman Hough Farms. Moreover, as a result of these potential tax liabilities, Mr. Pittman, who owns a 75% controlling interest in Pittman Hough Farms, may have a conflict of interest with respect to our determination as to these properties.

Our tax protection agreement may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.

Under our tax protection agreement, our operating partnership will provide Pittman Hough Farms the opportunity to guarantee debt or enter into deficit restoration obligations at both the consummation of the formation transactions and the completion of this offering (if needed) and upon a future repayment, retirement, refinancing or other reduction (other than scheduled amortization) of currently outstanding debt prior to the seventh anniversary of the completion of the formation transactions unless such obligation terminates sooner under the agreement. We also have agreed to use our best efforts to continue to provide such opportunities after the expiration of such seven-year period (unless such obligation otherwise was terminated under the agreement). If we fail to make such opportunities available, we will be required to deliver to Pittman Hough Farms a cash payment intended to approximate its tax liability resulting from our failure to make such opportunities available to Pittman Hough Farms and the tax liabilities incurred as a result of such tax protection payment. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement." We agreed to these provisions in order to assist the members of Pittman Hough Farms in deferring the recognition of taxable gain as a result of and after the formation transactions, and we may agree to similar provisions in the future if we issue OP units in connection with the acquisition of properties. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our business.

The FP Land Merger Agreement, the Shared Services Agreement, the Consulting Agreement and certain other agreements entered into in connection with the formation transactions were not negotiated on an arm's-length basis, and we may pursue less vigorous enforcement of terms of those agreements because of conflicts of interest and our dependence on Messrs. Pittman, Fabbri and Hough.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will serve as our consultant pursuant to the Consulting Agreement, and certain of Mr. Hough's family members own interests in Pittman Hough Farms and, as a result, have interests in the FP Land Merger

Agreement pursuant to which we will acquire interests in our properties in connection with our formation transactions. In addition, upon completion of this offering, we will enter into the Shared Services Agreement with American Agriculture, which is wholly owned by Messrs. Pittman and Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space and administrative support, accounting support, information technology services and human resources assistance. We also intend to enter into employment agreements with Messrs. Pittman and Fabbri that will be effective upon completion of this offering and the Consulting Agreement with Mr. Hough, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. Messrs. Pittman and Hough also will enter into the Representation, Warranty and Indemnity Agreement with us pursuant to which they will make certain representations and warranties to us regarding the entities and assets being acquired in the formation transactions and will agree to indemnify us and our operating partnership for breaches of such representations and warranties for one year after the completion of this offering and the formation transactions. These agreements were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationships with Messrs. Pittman, Fabbri and Hough, which could have a negative impact on stockholders. Moreover, conflicts of interest may exist or could arise in the future as a result of considering whether to renew, terminate or re-negotiate the Shared Services Agreement, the Consulting Agreement or the employment agreements with Messrs. Pittman and Fabbri.

The agreements relating to our formation transactions will be subject to certain closing and other conditions.

The FP Land Merger Agreement relating to our formation transactions whereby we will acquire the properties in our initial portfolio will be subject to certain closing and other conditions, including obtaining lender consents with regard to the merger that is part of the formation transactions and satisfaction of certain deadlines. We may determine to delay the completion of our formation transactions in order to satisfy these conditions precedent.

Our Board of Directors may change our strategies, policies and procedures without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our investment, financing, leverage and distribution policies, and our policies with respect to all other activities, including growth, capitalization and operations, will be determined exclusively by our Board of Directors, and may be amended or revised at any time by our Board of Directors without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated in this prospectus. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our Board of Directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow.

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.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner that he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Under the MGCL, directors are presumed to have acted with this standard of care. As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

Our charter and bylaws obligate us to indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers. We also have entered into indemnification agreements with our officers and directors granting them express indemnification rights. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter, bylaws and indemnification agreements or that might exist for other public companies.

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 charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our senior management and may prevent a change in control of our company that is in the best interests of our stockholders. Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our senior management by removing and replacing directors and may prevent a change in control of our company that is in the best interests of our stockholders.

We are a holding company with no direct operations and, as such, we will rely on funds received from our operating partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.

We are a holding company and will conduct substantially all of our operations through our operating partnership. We do not have, apart from an interest in our operating partnership, any independent operations. As a result, we will rely on cash distributions from our operating partnership to pay any dividends we might declare on shares of our common stock. We will also rely on distributions from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership. In addition, because we are a holding company, your claims as a stockholder will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our operating partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our operating partnership's and its subsidiaries' liabilities and obligations have been paid in full.

Our operating partnership may issue additional OP 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.

After giving effect to this offering, we will own approximately 67.4% of the outstanding OP units in our operating partnership (on a fully diluted basis). We may, in connection with our acquisition of properties, as compensation or otherwise, issue additional OP units. Such issuances would reduce our ownership percentage in our operating partnership and could affect the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders. Because you will not directly own OP units, you will not have any voting rights with respect to any such issuances or other partnership level activities of our operating partnership.

Failure to qualify 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.

We have not yet elected to be taxed as a REIT. We intend to qualify and elect to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year ending December 31, 2014. To qualify as a REIT, we must meet various requirements set forth in the Code concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions. The REIT qualification requirements are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Accordingly, we cannot be certain that we will be successful in operating so as to qualify as a REIT. At any time, new laws, interpretations or court decisions may change the U.S. federal tax laws relating to, or the U.S. federal income tax consequences of, qualification as a REIT. It is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to determine that it is not in our best interest to qualify as a REIT or revoke our REIT election, which it may do without stockholder approval.

Although we do not expect to request a ruling from the Internal Revenue Service, or the IRS, that we qualify as a REIT, we will receive an opinion in connection with this offering from our legal counsel, Morrison & Foerster LLP, regarding our ability to qualify as a REIT. Morrison & Foerster LLP will render its opinion that we will qualify as a REIT, based upon our representations as to the manner in which we are and will be owned, invest in assets and operate, among other things. Our qualification as a REIT will depend upon our ability to meet, through investments, actual operating results, distributions and satisfaction of specific stockholder rules, the various tests imposed by the Code. Morrison & Foerster LLP will not review these operating results or compliance with the qualification standards on an ongoing basis, and we may not satisfy the REIT requirements in the future. Also, Morrison & Foerster LLP's opinion will represent their legal judgment based on the law in effect as of the date of the opinion and will not be binding on the IRS or the courts, and could be subject to modification or withdrawal based on future legislative, judicial or administrative changes to the U.S. federal income tax laws, any of which could be applied retroactively. In addition, Morrison & Foerster LLP's opinion will not foreclose the possibility that we may have to use one or more REIT savings provision, which may require us to pay a material excise or penalty tax in order to maintain our REIT qualification.

If we fail to qualify as a REIT for any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. In addition, we generally would be disqualified from treatment as a REIT for the four taxable years following the year in which we lost our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution because

of the additional tax liability. In addition, distributions would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and would substantially reduce our ability to make distributions to you.

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 (including this offering), 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.

To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on acquisitions of properties and it is possible that we might be required to borrow funds, use proceeds from the issuance of securities (including this offering), pay taxable dividends of our stock or debt securities or sell assets in order to distribute enough of our taxable income to qualify or maintain our qualification as a REIT and to avoid the payment of U.S. federal income and excise taxes.

Future sales of properties may result in penalty taxes or may be made through TRSs, each of which would diminish the return to you.

It is possible that one or more sales of our properties may be "prohibited transactions" under provisions of the Code. If we are deemed to have engaged in a "prohibited transaction" (i.e., we sell a property held by us primarily for sale in the ordinary course of our trade or business), all income that we derive from such sale would be subject to a 100% tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax. A principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale for the production of rental income. It is entirely possible that a future sale of one or more of our properties will not fall within the prohibited transaction safe harbor.

If we acquire a property that we anticipate will not fall within the safe harbor from the 100% penalty tax upon disposition, we may acquire such property through a TRS in order to avoid the possibility that the sale of such property will be a prohibited transaction and subject to the 100% penalty tax. If we already own such a property directly or indirectly through an entity other than a TRS, we may contribute the property to a TRS. Though a sale of such property by a TRS likely would mitigate the risk of incurring a 100% penalty tax, the TRS itself would be subject to regular corporate income tax at the U.S. federal level, and potentially at the state and local levels, on the gain recognized on the sale of the property as well as any income earned while the property is operated by the TRS. Such tax would diminish the amount of proceeds from the sale of such property ultimately distributable to you. Our ability to use TRSs in the foregoing manner is subject to limitation. Among other things, the value of our securities in TRSs may not exceed 25% of the value of our assets and dividends from our TRSs, when aggregated with all other non-real estate income with respect to any one year, generally may not exceed 25% of our gross income with respect to such year. No assurances can be provided that we would be able to successfully avoid the 100% penalty tax through the use of TRSs.

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.

Even if we qualify as a REIT, we may be subject to U.S. federal income taxes or state taxes. As discussed above, net income from a "prohibited transaction" will be subject to a 100% penalty tax. To the extent we satisfy the distribution requirements applicable to REITs, but distribute less than 100% or our taxable income, we will be subject to U.S. federal income tax at regular corporate rates on our undistributed income. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain capital gains we earn from the sale or other disposition of our properties and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, our stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. We may also be subject to state and local taxes on our income or property, either directly or at the level of the companies through which we indirectly own our assets. Any U.S. federal or state taxes we pay will 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.

Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income at regular corporate rates and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return 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.

We intend for our operating partnership to be treated as a "partnership" for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of our operating partnership as a partnership, our operating partnership generally would be taxable as a corporation. In such event, we likely would fail to qualify as a REIT for U.S. federal income tax purposes, and the resulting corporate income tax burden would reduce the amount of distributions that our operating partnership could make to us. This would substantially reduce the cash available to pay distributions to our stockholders.

Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier than we wish.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock. We may be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution, or we may be required to forego or liquidate otherwise attractive investments in order to comply with the REIT tests. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

You may be restricted from acquiring or transferring certain amounts of our common stock.

Certain provisions of the Code and the stock ownership limits in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities. In order to maintain

our qualification as a REIT, five or fewer individuals, as defined in the Code, may not own, beneficially or constructively, more than 50% in value of our issued and outstanding stock at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable year. To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our stock.

Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our Board of Directors, our charter prohibits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our Board of Directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of such ownership limit would result in our failing to qualify as a REIT.

Dividends paid by REITs generally do not qualify for the favorable tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to qualified dividend income paid to U.S. stockholders that are individuals, trusts and estates currently is 20%. Dividends paid by REITs generally are not eligible for such maximum tax rate. Although the favorable tax rates applicable to qualified dividend income do not adversely affect the taxation of REITs or dividends paid by REITs, such favorable tax rates could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

Legislative or regulatory action with respect to taxes could adversely affect the returns to our stockholders.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the U.S. federal income tax laws applicable to investments similar to an investment in our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in our stock and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.

See "Material U.S. Federal Income Tax Considerations" for a more detailed discussion of these and other material U.S. federal income tax considerations applicable to the acquisition, ownership and disposition of our common stock.

We have not identified any specific farms that we will acquire with the net proceeds from this offering and, therefore, you will not have the opportunity to evaluate our farmland acquisitions to be funded with the net proceeds from this offering before we make them.

We have not yet identified any specific farmland acquisitions that we may make in the future and we will not provide you with information to evaluate our investments prior to our acquisition of additional farmland, other than through our disclosures required by the rules of the SEC. For a discussion of our business and growth strategies, see "Our Business and Properties—Our Business and Growth Strategies" and "Our Business and Properties—Investment Focus," and for a discussion of

certain potential farm acquisitions that the Company is currently evaluating, see "Our Business and Properties—Farmland Acquisitions under Evaluation." We have not entered into binding commitments with respect to any of the potential acquisition opportunities described in this prospectus and there can be no assurance that we will complete any of them on favorable terms, or at all. See "—Risks Related to Our Business and Properties—Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders."

Although we intend to use the net proceeds from this offering (exclusive of the portion used to repay outstanding indebtedness) to acquire farmland, we cannot assure you that we will be able to do so. Our failure to apply the net proceeds from this offering effectively or find suitable assets to acquire in a timely manner or on acceptable terms could result in losses or returns that are substantially below expectations.

Pending application of the net proceeds from this offering, we intend to invest the net proceeds in interest-bearing accounts, money market accounts and interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT. We expect that these initial investments will provide a lower net return than we expect to receive from the investments described above. We may not be successful in completing any investments we identify and the farmland we acquire may not produce our anticipated, or any, positive returns.

There has been no public market for our common stock prior to this offering and an active trading market for our common stock may not develop following this offering.

Prior to this offering, there has not been any public market for our common stock, and there can be no assurance that an active trading market will develop or be sustained or that shares of our common stock will be resold at or above the initial public offering price. The initial public offering price of our common stock was determined by agreement among us and the underwriters, but there can be no assurance that our common stock will not trade below the initial public offering price following the completion of this offering. See "Underwriting." The market value of our common stock could be substantially affected by general market conditions, including the extent to which a secondary market develops for our common stock following the completion of this offering, the extent of institutional investor interest in us, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies), our financial performance and general stock and bond market conditions.

Our cash available for distribution to stockholders may not be sufficient to pay distributions, and we may need to borrow in order to make such distributions or may not be able to make such distributions at all.

In order to remain competitive with alternative investments, our distribution rate may exceed our cash available for distribution, including cash generated from operations. In the event this happens, we intend to fund the difference out of any excess cash on hand or from borrowings under our anticipated secured revolving credit facility, as well as from the net proceeds from this offering. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. If we do not have sufficient cash available for distribution generated by our assets to pay the annual distribution set by our Board of Directors, or if cash available for distribution decreases in future periods, the market price of our common stock could decrease. Our ability to make distributions also may be limited by our anticipated secured revolving credit facility.

All distributions will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, whether or not we have qualified as a REIT, and other factors as our

Board of Directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that our Board of Directors approves distributions in excess of our then current and accumulated earnings and profits, these excess distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of your adjusted tax basis in your shares. A return of capital is not taxable, but it has the effect of reducing your adjusted tax basis in your investment. To the extent that distributions exceed the adjusted tax basis of your shares, they will be treated for tax purposes as a gain from the sale or exchange of your stock. See "Material U.S. Federal Income Tax Considerations." If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

The market price and trading volume of our common stock may be volatile following this offering.

An active trading market for our common stock may not develop following the completion of this offering. Even if an active trading market develops for our common stock, the per share trading price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur, and investors in shares of our common stock may from time to time experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. If the per share trading price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the per share trading price of our common stock will not fluctuate or decline significantly in the future.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management's attention and resources, which could have a material adverse effect on us, including our financial condition, results of operations, cash flow and the per share trading price of our common stock.

We may use a portion of the net proceeds from this offering to make distributions to our stockholders, which would, among other things, reduce our cash available to acquire properties and may reduce the returns on your investment in our common stock.

Prior to the time we have fully invested the net proceeds from this offering, we may fund distributions to our stockholders out of the net proceeds from this offering, which would reduce the amount of cash we have available to acquire properties and may reduce the returns on your investment in our common stock. The use of these net proceeds for distributions to stockholders could adversely affect our financial results. In addition, funding distributions from the net proceeds from this offering may constitute a return of capital to our stockholders, which would have the effect of reducing each stockholder's tax basis in our common stock. In addition, our failure to rapidly invest the net proceeds from this offering or to make investments at acceptable rates of return could force us to set or reduce our distribution rate after setting such rate to a rate that is not competitive with alternative investments, which could adversely affect the market price for our common stock.

You will experience immediate and material dilution in connection with the purchase of our common stock in this offering.

As of December 31, 2013, the aggregate historical combined net tangible book value of our Predecessor was approximately $(5.6) million, or $(2.86) per share of our common stock held by Pittman Hough Farms, assuming the exchange of OP units into shares of our common stock on a one-for-one basis. As a result, the pro forma net tangible book value per share of our common stock after the completion of this offering and consummation of the formation transactions will be less than the initial public offering price. The purchasers of shares of our common stock offered hereby will experience immediate and substantial dilution of $6.93 per share in the pro forma net tangible book value per share of our common stock, based on the initial public offering price per share. See "Dilution."

The combined financial statements of our Predecessor and our unaudited pro forma financial statements may not be representative of our financial statements as an independent public company.

The combined financial statements of our Predecessor and our unaudited pro forma financial statements that are included in this prospectus do not necessarily reflect what our financial position, results of operations or cash flow would have been had we been operating an independent entity during the periods presented. Furthermore, this financial information is not necessarily indicative of what our results of operations, financial position or cash flow will be in the future. It is not possible for us to accurately estimate all adjustments that may reflect all the significant changes that will occur in our cost structure, funding and operations as a result of this offering and the formation transactions, including potential increased costs associated with reduced economies of scale and increased costs

associated with being an independent publicly traded company. See "Selected Financial Data" and the combined financial statements of our Predecessor and our unaudited pro forma financial statements, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," appearing elsewhere in this prospectus.

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.

We are offering 3,800,000 shares of our common stock as described in this prospectus. In addition, upon completion of this offering, we expect to grant an aggregate of $2.8 million in shares of restricted common stock equal to an aggregate of 198,213 shares (based on the initial public offering price per share set forth on the front cover of this prospectus) to Messrs. Pittman, Fabbri and Hough and an aggregate of $225,000 in restricted shares of our common stock equal to an aggregate of 16,070 shares to our independent directors. Such persons collectively will beneficially own approximately 3.6% of our outstanding common stock on a fully diluted basis (or approximately 3.3% if the underwriters fully exercise their over-allotment option) upon completion of this offering and consummation of the formation transactions. Shares of restricted common stock granted to Messrs. Pittman, Fabbri and Hough and to our independent directors pursuant to our Equity Incentive Plan will vest in equal annual installments over three years beginning on the first anniversary following the date of the grant. After giving effect to grants of restricted common stock concurrently with the completion of this offering, we expect that an aggregate of 13,717 shares of our common stock will be available for future issuance under our Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan." We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of common stock issuable under our Equity Incentive Plan. Shares of our common stock covered by this registration statement, including any shares of our common stock issuable upon the exercise of options or shares of restricted common stock, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates. The shares sold in this offering will be freely tradable, except for any shares purchased in this offering by our affiliates, as that term is defined by Rule 144 under the Securities Act, and for restrictions on ownership and transfer in our charter intended to preserve our status as a REIT.

In addition, through their ownership interests in Pittman Hough Farms, Messrs. Pittman and Hough and certain members of Mr. Hough's family will indirectly receive 1,945,000 OP units having an aggregate value of approximately $27.2 million in exchange for their interests in our properties in connection with the formation transactions. As a result, such persons collectively will beneficially own approximately 32.6% of the combined shares of our common stock and OP units on a fully diluted basis (or approximately 29.8% if the underwriters fully exercise their over-allotment option) upon completion of this offering and consummation of the formation transactions. OP units issued by our operating partnership will be redeemable for cash or, at our election, shares of our common stock on a one-for-one basis at any time after holding the OP units for one year.

We cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the market price of our common stock. The market price of our common stock may decline significantly when the restrictions on resale by certain of our stockholders lapse. Sales of substantial amounts of common stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock.

In addition, we may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute the existing stockholders' interests in us.

Future offerings of debt, which would be senior to our common stock upon liquidation, preferred equity securities, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, and OP units in connection with future acquisitions may materially adversely affect us, including the per share trading price of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing our operating partnership to issue debt securities), including medium-term notes, senior or subordinated notes and classes or series of preferred stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will be entitled to receive payments prior to distributions to the holders of our common stock. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability pay dividends to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk that our future offerings could reduce the per share trading price of our common stock and dilute their interest in us. In addition, the issuance of OP units in connection with future acquisitions and the redemption of such OP units for common stock may be dilutive to our stockholders and could have an adverse effect on the per share trading price of our common stock.

An increase in market interest rates may have an adverse effect on the market price of our common stock.

One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution yield, which is our distribution rate as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may desire a higher distribution yield on our common stock or may seek securities paying higher dividends or interest. The market price of our common stock likely will be based primarily on the earnings that we derive from rental income with respect to our properties and our related distributions to stockholders, and not from the underlying appraised value of the properties themselves. As a result, interest rate fluctuations and capital market conditions are likely to affect the market price of our common stock, and such effects could be significant. For instance, if interest rates rise without an increase in our distribution rate, the market price of our common stock could decrease because potential investors may require a higher distribution yield on our common stock as market rates on interest-bearing securities, such as bonds, rise.

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, future events, financial condition or performance, expectations, competitive environment, availability of resources, regulation, liquidity, results of operations, strategies, plans and objectives. These forward-looking statements include, without limitation, statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance, as well as statements of management's goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Statements regarding the following subjects are forward-looking by their nature:

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information available to us at the time those statements are made or management's good faith belief as of that time with respect to future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common stock, along with the following factors that could cause actual results to vary from our forward-looking statements:

Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

After deducting the underwriting discount and commissions and estimated expenses of this offering of approximately $5.7 million payable by us, we expect to receive net proceeds from this offering of approximately $47.5 million, or approximately $55.0 million if the underwriters' over-allotment option is exercised in full.

We intend to contribute the net proceeds from this offering to our operating partnership in exchange for OP units, and our operating partnership intends to use the net proceeds from this offering as follows:

The following table sets forth information regarding the indebtedness that we intend to repay with a portion of the net proceeds from this offering and the farms to which the indebtedness relates:

with a portion of the net proceeds from this offering. See "Certain Relationships and Related Party Transactions—Debt Repayment."

(4): The Zeagers loan, which had an outstanding balance of $1.8 million as of December 31, 2013, is collateralized by the Zeagers farm, which is being acquired by us in connection with the formation transactions, as well as one property that is not being acquired by us in connection with the formation transactions because we do not believe that such property is consistent with our investment criteria and business and growth strategies. We intend to repay $1.0 million of the outstanding balance of the Zeagers loan with a portion of the net proceeds from this offering in order to release the collateral that is not being acquired by us in connection with the formation transactions. The remaining $0.8 million principal balance of the loan will be assumed by us and remain outstanding following completion of the formation transactions and this offering.
(5): The Merrill loan is collateralized by a property not being acquired by us in the formation transactions and is cross-collateralized by the John's Shop farm, which is being acquired by us in the formation transactions. We do not believe that the property serving as the primary collateral for the Merrill Loan is consistent with our investment criteria and our business and growth strategies. Therefore, we intend to repay the Merrill Loan with a portion of the net proceeds from this offering in order to acquire the John's Shop farm free and clear of any encumbrances.
(6): The Trone loan is collateralized by a property not being acquired by us in the formation transactions because we do not believe that such property is consistent with our investment criteria and our business and growth strategies. We intend to repay the Trone loan with a portion of the net proceeds from this offering because proceeds from the Trone loan were used by our Predecessor (i) to acquire properties that are being acquired by us in connection with the formation transactions, including the Zeagers farm and the Symond farm, and (ii) for working capital in the business of our Predecessor, including interest payments on debt secured by properties being acquired by us in connection with the formation transactions.

For additional information regarding the repayment of certain indebtedness, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Formation Transactions."

Pending application of the net proceeds from this offering, we intend to invest the net proceeds in interest-bearing accounts, money market accounts and interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT. Such investments may include, for example, government and government agency certificates, government bonds, certificates of deposit, interest-bearing bank deposits, money market accounts and mortgage loan participations. We expect that these initial investments will provide a lower net return than we expect to receive from the investments described above.

We intend to make regular quarterly distributions to holders of shares of our common stock.

Our ability to make distributions in the future at our initial distribution rate will depend upon our actual results of operations and earnings, economic conditions and other factors that could differ materially from our current expectations. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, see "Risk Factors." Distributions declared by us will be authorized by our Board of Directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law, the capital requirements of our company and the distribution requirements necessary to qualify and maintain our qualification as a REIT. We may be required to fund distributions from working capital or with a portion of the net proceeds from this offering or borrow to provide funds for such distributions, or we may choose to make a portion of the required distributions in the form of a taxable stock dividend to preserve our cash balance or reduce our distribution. However, we currently have no intention to use the net proceeds from this offering to make distributions nor do we currently intend to make distributions using shares of our common stock.

In order to qualify as a REIT, we must distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax liability on our income and the 4% nondeductible excise tax. We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax in that year. For more information, see "Material U.S. Federal Income Tax Considerations."

Furthermore, we anticipate that, at least initially, our distributions will exceed our then current and then accumulated earnings and profits for the relevant taxable year, as determined for U.S. federal income tax purposes, due to non-cash expenses, primarily depreciation and amortization charges that we expect to incur. Therefore, all or a portion of these distributions may represent a return of capital for U.S. federal income tax purposes. The extent to which our distributions exceed our current and accumulated earnings and profits may vary substantially from year to year. To the extent that a distribution is treated as a return of capital for U.S. federal income tax purposes, it will reduce a holder's adjusted tax basis in the holder's shares, and to the extent that it exceeds the holder's adjusted tax basis will be treated as gain resulting from a sale or exchange of such shares. As a result, the gain (or loss) recognized on the sale of that common stock or upon our liquidation will be decreased (or increased) accordingly. For a more complete discussion of the tax treatment of distributions to holders of our common stock, see "Material U.S. Federal Income Tax Considerations."

This table should be read in conjunction with "Use of Proceeds," "Selected Financial Data," "Description of Our Capital Stock," "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	As of December 31, 2013

	Predecessor Historical			Company Pro Forma
Cash and cash equivalents	$	16,805		$	35,964,568

Mortgage notes payable and other secured loans(1)(2)	$	43,065,237		$	30,780,000
Stockholders' Equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding, historical; 500,000,000 shares authorized, and 4,014,283 shares issued and outstanding, on a pro forma basis(3)		—			38,010
Preferred stock, $0.01 par value, no shares authorized, and no shares issued and outstanding, historical; 100,000,000 shares authorized, and no shares issued and outstanding, on a pro forma basis		—			—
Additional paid-in capital		—			28,549,882
Retained earnings		—			(19,462	)
Non-controlling interest in our operating partnership		—			14,622,525

Total (deficit) equity		(4,723,922	)		43,190,955

Total capitalization	$	38,341,315			73,970,955

(1): We also expect to enter into a $30.0 million secured revolving credit facility, which we expect to be undrawn at the closing of this offering.
(2): Amount represents debt outstanding as of December 31, 2013. Prior to the completion of this offering and the formation transactions, our Predecessor repaid $240,000 of outstanding indebtedness that is collateralized by a property not being acquired by us in connection with the formation transactions on March 21, 2014. As a result, upon completion of this offering and the application of the net proceeds from this offering, as set forth under "Use of Proceeds," we expect to have $30.8 million of outstanding indebtedness.
(3): Pro forma common stock outstanding includes (a) 3,800,000 shares of our common stock to be issued in this offering, (b) an aggregate of 198,213 restricted shares of our common stock to be granted to Messrs. Pittman, Fabbri and Hough concurrently with the completion of this offering (based on the initial public offering price per share) and (c) an aggregate of 16,070 restricted shares of our common stock to be granted to our independent directors concurrently with the completion of this offering (based on the initial public offering price per share), but excludes (i) 570,000 shares of our common stock issuable upon the exercise of the underwriters' over-allotment option in full, (ii) 1,945,000 shares of our common stock that may be issued, at our option, upon redemption of OP units to be issued in the formation transactions and (iii) 13,717 shares of our common stock available for future issuance under our Equity Incentive Plan (see "Management—Executive Officer and Director Compensation—Equity Incentive Plan").

Dilution is the amount by which the offering price paid by the purchasers of the shares of our common stock sold in this offering exceeds the pro forma net tangible book value per share of our common stock after completion of this offering and our formation transactions. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock and OP units deemed to be outstanding at that date.

At December 31, 2013, our Predecessor's combined net tangible book value was $(5.6) million, or $(2.86) per share of our common stock held by Pittman Hough Farms, assuming the exchange of 1,945,000 outstanding OP units (other than OP units held by us) into 1,945,000 shares of our common stock on a one-for-one basis. After giving effect to our formation transactions and the receipt of the net proceeds (after deducting the underwriting discounts and estimated offering expenses payable by us) from our sale of shares of our common stock in this offering at the initial public offering price of $14.00 per share and the expected use of proceeds of this offering as described under "Use of Proceeds," our pro forma net tangible book value as of December 31, 2013, including the effects of grants of restricted shares of our common stock to our officers, directors and Jesse J. Hough, would have been $41.5 million, or $7.03 per share. This represents an immediate increase in net tangible book value per share of $9.82 to recipients of OP units in the formation transactions and an immediate dilution in pro forma net tangible book value per share of $6.97 to new investors purchasing shares of our common stock in this offering. The following table illustrates this substantial and immediate per-share dilution to new investors.

If the underwriters exercise their option to purchase additional shares in full, the pro forma net tangible book value per share after this offering would be $7.49 per share, the increase in the net tangible book value per share to OP unit holders would be $10.35 per OP unit and the dilution in pro forma net tangible book value per share to new investors purchasing common stock in this offering would be $6.51 per share.

The following table sets forth selected financial and operating data on (i) a historical combined basis for our Predecessor and (ii) a pro forma basis for our company after giving effect to this offering and the formation transactions. Our Predecessor, FP Land, is a Delaware limited liability company that owns 100% of the equity interests in two entities, which we refer to as the ownership entities, that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. Pursuant to the FP Land Merger Agreement, we will acquire the 38 farms and three grain storage facilities owned indirectly by our Predecessor and assume the ownership and operation of our Predecessor's business. We have not presented historical information for Farmland Partners Inc. because we have not had any corporate activity since our formation other than the issuance of 1,000 shares of our common stock in connection with the initial capitalization of the company in connection with this offering, and because we believe that a discussion of the results of Farmland Partners Inc. would not be meaningful.

You should read the following selected financial and operating data in conjunction with the historical combined financial statements and the related notes of our Predecessor, our unaudited pro forma consolidated financial statements and related notes, and with "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this prospectus.

Our selected unaudited pro forma consolidated financial and operating data as of and for the year ended December 31, 2013 assume the completion of this offering and the consummation of the formation transactions (each as described in our unaudited pro forma consolidated financial statements included elsewhere in this prospectus) as of January 1, 2013 for the operating data and as of the stated date for the balance sheet data. Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

	As of and for the Years Ended December 31,

				Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			2013			2012
	(Unaudited)
Operating Data:
Total operating revenues	$	2,619,098		$	2,350,025		$	2,123,116
Total operating expenses		2,920,559			973,559			374,786
Total other expense		1,005,809			1,342,294			1,161,978
Net income (loss)		(1,307,270	)		34,172			586,352
Share and Per Share Data:
Earnings per weighted-average common share:	$	(0.71	)
Weighted-average shares outstanding—basic & diluted		1,219,874
Supplemental Data:
FFO(1)	$	(1,158,723	)	$	182,719		$	710,928
EBITDA(1)		(152,914	)		1,525,013			1,872,906
Balance Sheet Data:
Real estate, at cost	$	38,805,898		$	38,805,898		$	37,156,483
Total assets		74,599,303			39,668,676			36,913,823
Mortgage notes payable		30,780,000			43,065,237			36,198,731
Total liabilities		31,408,348			44,392,598			36,580,455
Total (deficit) equity		43,190,955			(4,723,922	)		333,368

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expected or implied in these forward looking statements as a result of certain factors, including those set forth under the heading "Risk Factors" and elsewhere in this prospectus. See "Cautionary Note Regarding Forward-Looking Statements." The following discussion and analysis should be read in conjunction with the audited combined historical financial statements and related notes thereto as of and for the years ended December 31, 2013 and 2012 of our Predecessor, and the unaudited pro forma consolidated financial statements and related notes thereto, each included elsewhere in this prospectus.

The following discussion and analysis is based on the historical financial statements of our Predecessor, FP Land, which owns 100% of the equity interests in two entities that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. As used in this section, unless the context otherwise requires, "we," "us," "our," and "our company" mean our Predecessor for the periods presented and Farmland Partners Inc., a Maryland corporation, and its consolidated subsidiaries, upon completion of this offering and the formation transactions. Where appropriate, the following discussion includes analysis of the effects of the formation transactions, certain other transactions and this offering. These effects are reflected in our unaudited pro forma consolidated financial statements located elsewhere in this prospectus.

We were formed as a Maryland corporation in September 2013 to succeed to the business of our Predecessor. We will not have any operating activity until the completion of this offering and the related formation transactions. Accordingly, we believe that a discussion of the results of operations of Farmland Partners Inc. would not be meaningful, and we have therefore set forth below a discussion regarding the historical operations of our Predecessor only.

Our Predecessor, FP Land, is a Delaware limited liability company that is 100% owned by Pittman Hough Farms, an entity in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. FP Land owns 100% of the equity interests in two entities, which we refer to as the ownership entities, that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. Upon completion of the FP Land Merger, we will acquire the 38 farms and three grain storage facilities owned indirectly by our Predecessor and assume the ownership and operation of our Predecessor's business.

Concurrently with the completion of this offering, we will complete our formation transactions pursuant to which we will acquire, through the FP Land Merger, 100% of the ownership interests in

the 38 farms and three grain storage facilities that comprise our initial portfolio. To acquire the ownership interests in the entities that own the farmland and related assets in our initial portfolio, we will issue an aggregate of 1,945,000 OP units, having an aggregate value of approximately $27.2 million, to Pittman Hough Farms.

We estimate that the net proceeds from this offering will be approximately $47.5 million, or approximately $55.0 million if the underwriters' over-allotment option is exercised in full (in each case after deducting the underwriting discount and commissions and estimated expenses of this offering and the formation transactions payable by us). We will contribute the net proceeds from this offering to our operating partnership in exchange for OP units. Our operating partnership intends to use the net proceeds from this offering to repay approximately $12.0 million in outstanding indebtedness (of which $766,000 was advanced by Pittman Hough Farms and will be reimbursed to Pittman Hough Farms with a portion of the net proceeds from this offering), approximately $55,000 (exclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness) to reimburse Pittman Hough Farms for amounts advanced or incurred in connection with this offering and the formation transactions, and the remaining net proceeds, if any, for future acquisitions, working capital and, potentially, paying distributions, as described under "Use of Proceeds." See "Certain Relationships and Related Party Transactions—Reimbursement of Pre-Closing Offering Expenses."

We have determined that it is in our best interests to repay a portion of the Multi-Property Loan, the Zeagers Loan and the Merrill loan in order to release certain properties that we are not acquiring in connection with the formation transactions from the collateral securing those loans. See "Use of Proceeds." We believe that releasing this collateral is in our best interests because it will result in a portfolio in which the only assets securing our secured liabilities will be assets that we own and manage. Furthermore, if we were to leave the excluded assets in the collateral pools securing these loans, a sale of or a casualty affecting one of these excluded assets could result in there being insufficient collateral under the loans, which could cause us to be in default under our obligations or could result in us having to replace the collateral with an otherwise unencumbered property in our portfolio. We also have determined that it is in our best interests to repay the Trone loan because the indebtedness under the Trone loan was incurred for the purpose of acquiring the Zeagers farm and the Symond farm, both of which are being acquired by us in the formation transactions, as well for working capital in the business of our Predecessor, including interest payments on debt secured by properties being acquired by us in connection with the formation transactions. In addition, the Trone loan was originated by the same lender that originated the Merrill Loan, which is collateralized by the John's Shop farm (which is being acquired by us in the formation transactions), and the Merrill farm, which is not being acquired by us in the formation transactions. In the interest of preserving our relationship with the lender, which has significant agricultural lending experience and with whom our management has had a long, productive relationship, we believe that it is in our best interests to repay the Trone loan with a portion of the net proceeds from this offering.

Upon completion of the formation transactions, we expect our operations to be carried on through our operating partnership and wholly owned subsidiaries of our operating partnership. Consummation of the formation transactions will enable us to (i) consolidate ownership of our initial portfolio under our operating partnership; (ii) facilitate this offering; and (iii) qualify as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

Our acquisition of the ownership entities in connection with our formation transactions will represent a transaction between entities under common control because Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, owns a controlling interest in each of the ownership entities. As a result, our acquisition of the ownership entities will be recorded at our Predecessor's historical cost.

The principal factors affecting our operating results and the value of our farmland include global demand for food relative to the global supply of food, farmland fundamentals and economic conditions in the markets in which we own farmland, and our ability to increase or maintain rental revenues while controlling expenses. Although farmland prices have declined in certain locations from recent historical highs, we believe that any reduction in U.S. farmland values overall is likely to be short-lived as global demand for food and row crops continues to exceed global supply. In addition, although prices for many annual row crops, and particularly corn, experienced significant declines in 2013, we do not believe that such declines represent a trend that will continue over the long term. Rather, we believe that long-term growth trends in global population and GDP per capita will result in increased prices for primary row crops over time.

We expect that global demand for food, driven primarily by significant increases in the global population and GDP per capita, will continue to be the key driver of farmland values. We further expect that global demand for primary row crops will continue to grow to keep pace with global population growth, which we anticipate will result in higher prices for primary row crops and, therefore, higher rental rates on our farmland, as well as sustained growth in farmland values over the long-term.

We also believe that growth in global GDP per capita, particularly in developing nations, will contribute significantly to increasing demand for primary row crops. As global GDP per capita increases, the composition of daily caloric intake is expected to shift away from the direct consumption of primary row crops toward animal-based proteins, which is expected to result in increased demand for primary row crops as feed for livestock. Furthermore, we believe that, as GDP per capita grows, a significant portion of additional household income is allocated to food and that once individuals increase consumption of, and spending on, higher quality food, they will strongly resist returning to their former dietary habits, resulting in greater inelasticity in the demand for food. As a result, we believe that, as global demand for food increases, rental rates on our farmland and the value of our farmland will increase over the long-term.

Global demand for corn and soybeans as inputs in the production of biofuels such as ethanol and soy diesel also could impact the prices of corn and soybeans, which, in the long-term, could impact our rental revenues and our results of operations. However, the success of our business strategy is not dependent on growth in demand for biofuels and we do not believe that demand for corn and soybeans as inputs in the production of biofuels will materially impact our results of operations or the value of our farmland, primarily because we believe that growth in global population and GDP per capita will be more significant drivers of global demand for primary row crops over the long-term.

Global supply of row crops is driven by two primary factors, the number of tillable acres available for row crop production and the productivity of the acres being farmed. Although the amount of global cropland in use has gradually increased over time, growth has plateaued over the last 20 years. Cropland area continues to increase in developing countries, but after accounting for expected continuing cropland loss, the UN FAO projects only 173 million acres will be added from 2005-2007 to 2050, a 4.3% increase. In comparison, world population is expected to grow over the same period to 9.5 billion, a nearly 38% increase. While we expect growth in the global supply of arable land, we also expect that landowners will only put that land into production if increases in commodity prices and the value of farmland cause landowners to benefit economically from using the land for farming rather than alternative uses. We also believe that decreases in the amount of arable land in the United States

and globally as a result of increasing urbanization will partially offset the impact of additional supply of farmland.

The global supply of food is also impacted by the productivity per acre of tillable land. Historically, productivity gains (measured by average crop yields) have been driven by advances in seed technology, farm equipment, irrigation techniques and chemical fertilizers and pesticides. Furthermore, we expect the increasing shortage of water in many irrigated growing regions in the United States and other growing regions around the globe, often as a result of new water restrictions imposed by laws or regulations, to lead to decreased productivity growth on many acres and, in some cases, cause yields to decline on those acres.

The market for farmland is dominated by buyers who are existing farm owners and operators. As a result of increasing commodity prices and the relatively low return on alternative investments, farmland values in many agricultural markets have increased in recent years and capitalization rates have decreased. Although farmland prices in certain locations have declined from recent historical highs, we do not expect a major long-term reduction in farmland values, and believe any reduction in land values is likely to be short-lived as global demand for food and row crops continues to outpace supply. On the other hand, we do not expect farmland values to continue to rise as rapidly as they have in recent years.

We believe quality farmland in the United States has a near-zero vacancy rate as a result of the supply and demand fundamentals discussed above. We believe rental rates for farmland are a function of farmland operators' view of the long-term profitability of farmland, and that many farm operators will continue to compete for farmland even during periods of decreased profitability due to the scarcity of farmland available to rent. In particular, we believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators in some circumstances will rent additional acres of farmland when it becomes available in order to allocate their fixed costs over more acres. Furthermore, because it is generally customary in the farming industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods when profitability is higher. As a result, in our experience, many farm operators will aggressively pursue rental opportunities in close proximity to their existing operations when they arise, even when the farmer anticipates lower current returns or short-term losses. In addition, because many farmers both own farmland and rent additional farmland from other landowners, we believe that many farmers will choose to subsidize losses on rented land during periods of lower profitability with relatively higher profits generated by land that they own and that has comparatively lower fixed costs.

Our initial portfolio is concentrated in Illinois and Nebraska, which exposes us to greater economic risk than if we owned a more geographically diverse portfolio. As a result, we are particularly susceptible to developments or conditions in these states and/or the specific counties in which our farms are located, including adverse weather conditions (such as windstorms, tornados, hail, floods, drought and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests and other adverse growing conditions, and unfavorable or uncertain political, economic, business or regulatory conditions (such as changes in price supports, subsidies and environmental regulations). Any such developments or conditions could materially and adversely affect the value of our farmland and our ability to lease our farmland on favorable terms or at all.

Our revenues are generated from renting farmland to operators of farming businesses. Farmland leases typically have terms of between one and three years. While all of the leases between our Predecessor and its tenants had one-year terms, the leases that will be in place upon completion of this offering will have terms ranging from one to three years. For additional information about the terms of the leases that will be in place upon completion of this offering, see "Our Business and Properties—Description of Our Leases." Although the leases that will be in place upon completion of this offering do not provide the tenant with a contractual right to renew the lease upon its expiration, we believe it is customary to provide the existing tenant with the opportunity to renew the lease, subject to any increase in the rental rate that we may establish. If the tenant elects not to renew the lease at the end of the lease term, the land will be offered to a new tenant.

In the past, the leases between our Predecessor and its related-party tenants provided that the rent was due to our Predecessor upon demand, rather than on a fixed schedule. In contrast, the leases for substantially all of the properties in our initial portfolio will provide that tenants must pay us 100% of the annual rent in advance of each spring planting season. As a result, we expect to collect 100% of the annual rent in the first calendar quarter of each year for 36 of the 38 farms in our initial portfolio. We believe our use of triple-net leases pursuant to which 100% of the annual rent is payable in advance of each spring planting season substantially mitigates the tenant credit risk associated with the variability of farming operations that could be adversely impacted by poor crop yields, weather conditions, mismanagement, undercapitalization or other factors affecting our tenants. Prior to acquiring farmland property, we will take into consideration the competitiveness of the local farm-operator tenant environment in order to enhance our ability to quickly replace a tenant that is unwilling to renew a lease or is unable to pay rent payment when it is due.

All of the leases for our initial portfolio are, and we expect that all of the leases for farmland we acquire in the future will be, structured as triple-net leases pursuant to which the tenant is responsible for substantially all of the property-related expenses, including taxes, maintenance, water usage and insurance (with our company as a named insured party), which would normally be expensed for accounting purposes on an annual basis. As the owner of the land, we generally will only bear costs related to major capital improvements permanently attached to the property, such as irrigation systems, drainage tile, grain storage facilities or other typical physical structures. In cases where capital expenditures are necessary, we typically will seek to offset, over a period of multiple years, the costs of such capital expenditures by increasing rental rates. We also will incur the costs associated with maintaining liability and casualty insurance in addition to any insurance provided by the tenant for which we are a named insured.

We expect to incur costs associated with running a public company, including, among others, costs associated with employing our personnel and compliance costs. We expect to incur costs associated with due diligence and acquisitions, including, among others, travel expenses, consulting fees (including fees under the Consulting Agreement with Jesse J. Hough) and legal and accounting fees. We also will incur costs associated with managing our farmland. However, because farmland generally has minimal, if any, physical structures that need routine inspection and maintenance, and we expect our leases will generally be structured as triple-net leases pursuant to which the tenant pays many of the costs associated with the property, we do not believe the management of our farmland will be labor- or capital-intensive. Furthermore, we believe that our platform is scalable, and we do not expect the expenses associated with managing our portfolio of farmland to increase significantly as the number of farm properties we own increases over time. Rather, we expect that as we add additional farmland to our portfolio, will be able to achieve economies of scale, which will enable us to reduce our operating costs per acre.

The value of a crop is affected by many factors that can differ on a yearly basis. Weather conditions and crop disease in major crop production regions worldwide creates a significant risk of price volatility, which may either increase or decrease the value of the crops that our tenants produce each year. Other material factors adding to the volatility of crop prices are changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets, and eruptions of military conflicts or civil unrest. Prices for many annual row crops, and particularly corn, experienced significant declines in 2013, but we do not believe that such declines represent a trend that will continue over the long term. Rather, we believe that those declines in prices for annual row crops represented a correction to historical norms (adjusted for inflation) and that long-term growth trends in global population and GDP per capita will result in increased prices for primary row crops over time. Although annual rental payments under our leases typically will not be based expressly on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms.

We expect that future changes in interest rates will impact our overall operating performance, by, among other things, increasing our borrowing costs. While we may seek to manage our exposure to future changes in rates through interest rate swap agreements or interest rate caps, portions of our overall outstanding debt, including borrowings under our anticipated secured revolving credit facility, will likely remain at floating rates. In addition, a sustained material increase in interest rates may cause farmland prices to decline if the rise in real interest rates (which is defined as nominal interest rates minus the inflation rate) is not accompanied by rises in the general levels of inflation. However, our business model anticipates that the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

We account for all acquisitions in accordance with the business combination standard. Upon acquisition of real estate, we allocate the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically consisted of land, drainage improvements, irrigation improvements, grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. Management allocates the purchase price to the fair value of the tangible assets of acquired real estate by valuing the farmland as if it were unimproved. We value improvements, including grain facilities, at replacement cost as new, adjusted for depreciation. Management's estimates of land value are made using comparable sales analysis. Factors considered by management in its analysis include soil types and water availability, the sale prices of comparable farms, and the replacement cost and residual useful life of land improvements. We have

not previously acquired properties subject to above or below market leases. If above and below market leases are acquired, we will value the intangible based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values will be amortized as a reduction of rental income over the remaining term of the respective leases, and the below market lease values will be amortized as an increase to rental income over the remaining initial terms plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

As of December 31, 2013, we did not have any in-place lease or tenant relationship intangibles. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired based on our evaluation of the specific characteristics of each tenant's lease and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships and will be included as components of deferred leasing intangibles and will be amortized over the remaining lease term (and expected renewal periods of the respective leases for tenant relationships) as adjustments to depreciation and amortization expense. If a tenant terminates its lease early, the unamortized portion of leasing commissions, above and below market leases, the in-place lease value and tenant relationships will be immediately written off.

Using information available at the time of acquisition, we allocate the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. We may adjust the preliminary purchase price allocations after obtaining more information about asset valuations and liabilities assumed.

Acquisition costs and due diligence expenses related to business combinations are expensed as incurred and are included in acquisition costs, professional fees and travel expense on our combined consolidated statements of operations. When we acquire land in an asset acquisition, related acquisition costs are included in the price of the asset.

Our real estate consists of land and improvements made to the land consisting of grain facilities, irrigation improvements and drainage improvements. We record real estate cost and capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset.

We expense costs of repairs and maintenance as such costs are incurred. We compute depreciation for assets classified as improvements using the straight-line method over the estimated useful life of 20-25 years for grain facilities, 20-30 years for irrigation improvements, and 30-65 years for drainage improvements.

When a sale occurs, we recognize the associated gain when all consideration has been transferred, the sale has closed, and there is no material continuing involvement. If a sale is expected to generate a loss, we first assess it through the impairment evaluation process—see "Impairment" below. We will classify real estate as discontinued operations if it is classified as held for sale or the real estate has been sold.

We evaluate our tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property's operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, we project the total undiscounted cash flows of the asset, including proceeds from disposition, and compare it to the net book value of the asset. If this

evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements.

Rental income includes rents and reimbursement of real estate taxes that each tenant pays in accordance with the terms of its respective lease. All leases in the year ended December 31, 2013 had a term of one year with no renewal options. Beginning January 1, 2013, all but two of our leases required the tenants to pay all expenses incurred during the lease term in connection with the leased farms, including property taxes and maintenance; therefore, we will not incur these costs unless the tenant becomes unable to bear the costs. When it becomes probable that a tenant has become unable to bear the property related costs, we will accrue the estimated expense. In 2012, under the terms of their respective leases, all but two of the tenants were required to reimburse us for the real estate taxes we pay on the properties covered by the leases. Taxes paid and their subsequent reimbursement were recognized under property operating expenses as incurred and tenant reimbursements as earned or contractually due, respectively.

Our Predecessor does not incur income taxes. Instead, our Predecessor's earnings are included on the owners' personal income tax returns and taxed depending on their personal tax situations. As a result, the financial statements of our Predecessor do not include a provision for income taxes. Our policy is to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. We file income tax returns in the U.S. federal jurisdiction and state jurisdictions. Our Predecessor is subject to U.S. federal and state income tax examinations by tax authorities for a period of three years after the filing.

As an emerging growth company under the JOBS Act, we are permitted to elect to adopt new or revised accounting standards as they are effective for private companies. However, we have irrevocably elected not to do so. Therefore, we will adopt new or revised accounting standards as they are effective for public companies.

In connection with the audits of our consolidated financial statements for the years ended December 31, 2013 and 2012, our Predecessor's independent registered public accountants identified and communicated a material weakness in our internal control over financial reporting, which resulted in audit adjustments to our Predecessor's financial statements. Two contributing factors to this material weakness include a failure to maintain a sufficient complement of qualified accounting personnel and an appropriate segregation of duties within the organization. Management has taken steps to remediate the previously identified material weakness, including hiring additional qualified accounting personnel, and expects to continue to take steps as a public company to remediate the material weakness. We are developing and documenting current policies and procedures with respect to company-wide business processes and cycles in order to implement effective internal control over financial reporting. We expect to incur additional costs as a public company to implement new policies and procedures and to remediate the previously identified material weakness. We cannot give any assurances that the material weakness identified by our independent registered public accounting firm will be remediated on a timely basis. See "Risk Factors—Risks Related to Our Business and Properties—As a result of becoming a public company, management will be required to report periodically on the effectiveness of

its system of internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our system of internal control over financial reporting may not be determined to be appropriately designed or operating effectively, which may adversely affect investor confidence in our company and, as a result, the value of our common stock."

	For the Twelve Months Ended December 31,

	2013			2012			$ Change			% Change
OPERATING REVENUES
Rental income	$	2,350,025		$	1,975,787		$	374,238			18.9	%
Tenant reimbursements		—			147,329			(147,329	)		(100.0	)%

Total operating revenues		2,350,025			2,123,116			226,909			10.7	%

OPERATING EXPENSES
Depreciation		148,547			124,576			23,971			19.2	%
Property taxes		26,802			167,246			(140,444	)		(84.0	)%
Acquisition costs		257			14,539			(14,282	)		(98.2	)%
Professional fees		726,315			14,156			712,159			5030.8	%
Insurance		6,228			8,430			(2,202	)		(26.1	)%
Travel		58,405			33,394			25,011			74.9	%
Repairs		4,505			9,945			(5,440	)		(54.7	)%
Bookkeeping		2,500			2,500			—			0.0	%

Total operating expenses		973,559			374,786			598,773			159.8	%

OPERATING INCOME		1,376,466			1,748,330			(371,864	)		(21.3	)%

OTHER INCOME (EXPENSE)
Interest expense		(1,342,294	)		(1,161,978	)		(180,316	)		15.5	%

Total other expense		(1,342,294	)		(1,161,978	)		(180,316	)		15.5	%

NET INCOME	$	34,172		$	586,352		$	(552,180	)		(94.2	)%

Our Predecessor's operating revenues for the periods presented were impacted by acquisitions made during the years ended December 31, 2013 and 2012. To highlight the effect of changes due to acquisitions, we have separately discussed the rental income for the same-property portfolio, which includes only properties owned and operated by our Predecessor for the entirety of both periods presented. The same-property portfolio for the annual periods presented includes all properties other than Smith, Zeagers, Symond, McFadden MD, McFadden SC, Kelly and Beckerdite.

Total operating revenues increased $226,909, or 10.7%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily as a result of an increase in average annual rent for the entire portfolio from $292 per acre in 2012 to $321 per acre for 2013, as well as rental income from farms acquired during the year ended December 31, 2012. Rental income for the same-property portfolio increased $176,674, or 9.1%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of average annual rent for the same-property portfolio increasing to $320 per acre for 2013 from $294 per acre for 2012.

Beginning January 1, 2013, all but two of our Predecessor's leases required the tenants to directly pay all expenses incurred during the lease term in connection with the leased farms, including property taxes and maintenance, rather than reimburse our Predecessor for those expenses. As a result, tenant

reimbursements decreased $147,329, or 100%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, and property taxes decreased $140,444, or 84.0%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012.

Depreciation expense increased $23,971, or 19.2%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of our Predecessor's investments in irrigation equipment.

Acquisition costs decreased $14,282, or 98.2%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of decreased acquisition activity during the year ended December 31, 2013.

Professional fees increased $712,159 during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of $620,000 in audit fees incurred in 2013 related to the preparation of financial statements for use in connection with this offering and $75,000 in professional fees incurred on behalf of the Company by Pittman Hough Farms.

Travel expenses increased $25,011, or 74.9%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of travel costs incurred in connection with this offering.

Interest expense increased by $180,316, or 15.5%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of an increase in indebtedness and an increase in the amortization of loan fees incurred in connection with the additional indebtedness.

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations, make distributions to our stockholders and to the holders of OP units and other general business needs. Upon completion of this offering and consummation of the formation transactions and after the expected application of the net proceeds from this offering, we expect to have $30.8 million of outstanding indebtedness. In addition, we expect to enter into a $30.0 million secured revolving credit facility concurrently with, or shortly after, the completion of this offering and the consummation of the formation transactions. See "—Description of Certain Indebtedness—Anticipated Secured Revolving Credit Facility." We believe that the completion of this offering and consummation of the formation transactions will improve our financial position by providing us with enhanced access to capital.

Initially, our sources of cash primarily will be the net proceeds from this offering, operating cash flows and borrowings. We intend to use our sources of cash to purchase additional farmland and make other investments consistent with our investment strategy, repay principal and interest on any outstanding borrowings, make distributions to our stockholders and to the holders of OP units, fund our operations and pay expenses accrued during this offering.

Our long-term liquidity needs consist primarily of funds necessary to acquire additional farmland and make other investments and certain long-term capital expenditures, and make principal and interest payments on any debt that we may incur. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including OP units), net cash provided by operations, long-term mortgage indebtedness and other secured and unsecured borrowings.

We believe that, upon completion of this offering, and as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, as a new public company, we cannot assure you that we will have access to all of these sources of capital. Our ability to

incur additional debt will depend on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions for REITs and market perceptions about our company.

Upon completion of this offering and our formation transactions, we expect to assume the Multi-Property Loan, which had an outstanding principal balance of approximately $34.5 million as of December 31, 2013. As described in "Use of Proceeds," we intend to use a portion of the net proceeds from this offering to repay approximately $4.5 million of the outstanding principal balance on the Multi-Property Loan (inclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness), which will release the collateral under that loan that is not being acquired by us in connection with the formation transactions, leaving a balance of approximately $30.8 million upon completion of the formation transactions. The following is a summary of the material provisions of the loan agreement for the Multi-Property Loan.

Maturity and Interest. The Multi-Property Loan (i) has a maturity date of March 6, 2016, with respect to $30 million of the loan, and June 28, 2016, with respect to the balance, (ii) bears interest at a rate per annum equal to the one-month London Interbank Offered Rate, or LIBOR, plus 2.59%, but in any event not less than a rate per annum of 2.80% and (iii) requires us to make quarterly interest payments on the 30^th day of each calendar quarter and principal payments of $1,000,000 on each of March 6, 2015 and March 6, 2016, and $26,000 on each of June 16, 2014, June 16, 2015 and June 16, 2016.

Security. The Multi-Property Loan currently is secured by first mortgages and assignments of rents encumbering 27 farms and two grain storage facilities that are being acquired by us in connection with the formation transactions, as well as additional farms that are not being acquired by us in connection with the formation transactions, which additional farms will be released as collateral in connection with the partial prepayment described above. For a list of the properties in our initial portfolio securing the Multi-Property Loan, see "Our Business and Properties—Our Initial Portfolio."

Prepayment. The Multi-Property Loan may be prepaid by us in whole or in part without any prepayment penalties unless we prepay the Multi-Property Loan with proceeds from a loan with a financial institution other than the current lender under the Multi-Property Loan or its affiliates, in which case the lender is entitled to a prepayment premium equal to approximately 1.0% of the outstanding principal balance under the loan.

Events of Default. The Multi-Property Loan contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the loans, defaults in payments under any other documents covering any part of the properties, and bankruptcy or other insolvency events.

Concurrently with, or shortly after, the completion of this offering and our formation transactions, we expect to enter into a three-year, $30.0 million senior secured revolving credit facility with BMO Capital Markets Corp., as lead arranger, and an affiliate of BMO Capital Markets Corp., as a lender. We expect that this facility will include an accordion feature that will allow us to request that the total borrowing capacity under the facility be increased up to $75.0 million, subject to certain conditions, including obtaining additional commitments from lenders. We expect to use borrowings under this credit facility for acquisitions, capital expenditures, operating expenses and other general corporate

purposes. We intend to repay indebtedness incurred under the credit facility from time to time out of net cash provided by operations and from the net proceeds from issuances of additional equity and debt securities, as market conditions permit. We do not expect to draw on the credit facility at the closing of this offering.

We expect that our material subsidiaries will guarantee the obligations under the credit facility and that certain of our properties will be used as collateral for this facility. The amount available for us to borrow from time to time under this facility will be limited according to a borrowing base valuation of certain unencumbered properties owned by subsidiaries of our operating partnership that guarantee this facility. We will have the option to remove properties from the pool of borrowing base properties and to add different properties, subject to our continued compliance with the financial covenants and other terms of this facility.

We expect that amounts outstanding under this facility will bear annual interest at a floating rate equal to LIBOR plus 2.75%. In addition, we expect to be obligated to pay an annual fee equal to 0.25% of the amount of the unused portion of this facility if amounts borrowed are greater than 50% of this facility and 0.35% of the unused portion of this facility if amounts borrowed are less than 50% of this facility.

Our ability to borrow under this facility will be subject to our ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial covenants, including:

The credit facility will include customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the facility and accelerate payment of all amounts outstanding thereunder.

The following table sets forth our contractual obligations and commitments as of December 31, 2013:

We expect to use approximately $12.0 million of the net proceeds from this offering to repay outstanding indebtedness. After the expected application of the net proceeds, we expect to have $30.8 million of outstanding indebtedness.

	For the Twelve Months Ended December 31,

	2013			2012			$ Change			% Change
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	34,172		$	586,352		$	(552,180	)		(94.2	)%
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		148,547			124,576			23,971			19.2	%
Amortization of deferred financing fees		57,976			27,968			30,008			107.3	%
(Increase) decrease in accounts receivable		(463,700	)		31,800			(495,500	)		(1558.2	)%
Decrease in accrued interest		(154,795	)		(24,244	)		(130,551	)		538.5	%
Increase in accrued expenses		549,745			—			549,745
(Decrease) increase in accrued property taxes		(148,326	)		28,516			(176,842	)		(620.2	)%

Net cash provided by operating activities		23,619			774,968			(751,349	)		(97.0	)%

CASH FLOWS FROM INVESTING ACTIVITIES
Real estate acquisitions		(1,147,188	)		(3,811,770	)		2,664,582			(69.9	)%
Grain facilities construction		(255,999	)		(384,283	)		128,284			(33.4	)%
Irrigation additions		(246,228	)		(54,890	)		(191,338	)		348.6	%

Net cash used in investing activities		(1,649,415	)		(4,250,943	)		2,601,528			(61.2	)%

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from mortgage notes payable		13,736,041			4,968,701			8,767,340			176.5	%
Repayments on mortgage notes payable		(6,869,535	)		(2,961,966	)		(3,907,569	)		131.9	%
Financing fees		(175,398	)		—			(175,398	)
Contributions		1,673,450			4,461,748			(2,788,298	)		(62.5	)%
Distributions		(6,764,912	)		(2,973,355	)		(3,791,557	)		127.5	%

Net cash provided by financing activities		1,599,646			3,495,128			(1,895,482	)		(54.2	)%

NET (DECREASE) INCREASE IN CASH		(26,150	)		19,153			(45,303	)		(236.5	)%
CASH, BEGINNING OF YEAR		42,955			23,802			19,153			80.5	%

CASH, END OF YEAR	$	16,805		$	42,955		$	(26,150	)		(60.9	)%

Cash paid during year for interest	$	1,439,113		$	1,164,414		$	274,699			23.6	%

Net cash provided by operating activities decreased $751,349, or 97.0%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily related to the increased professional fees paid in 2013 of approximately $200,000, an increase in accounts receivable of $495,500 from Astoria Farms, our Predecessor's largest tenant, offset by an increase in rent of $374,238, and an increase in cash paid for interest of $274,699 related to the increase in indebtedness in the current year.

Net cash used for investing activities decreased because real estate acquisitions decreased $2,644,582, or 69.9%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of a decrease in acquisition activity.

Net cash provided by financing activities decreased, primarily because borrowings from mortgage notes payable increased $8,767,340, or 176.5%, and repayments increased $3,907,569, or 131.9%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of the refinancing of our Predecessor's then-largest outstanding loan.

Our Predecessor incurred financing fees of $175,398 during the year ended December 31, 2013, in connection with the refinancing of our Predecessor's then-largest outstanding loan.

Our Predecessor had net distributions of $5,091,462 during the year ended December 31, 2013, compared to net contributions of $1,488,393 during the year ended December 31, 2012, as a result of an increased use of indebtedness, rather than related-party working capital, to finance operations.

We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income (loss) (calculated in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures.

FFO is a supplemental non-GAAP financial measure. Management presents FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from sales of depreciable operating properties, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

The following table sets forth a reconciliation of historical and pro forma FFO to historical and pro forma net income, the most directly comparable GAAP equivalent (in thousands), for the periods indicated below:

EBITDA is a key financial measure that our management uses to evaluate our operating performance but should not be construed as an alternative to operating income, cash flows from operating activities or net income, in each case as determined in accordance with GAAP. EBITDA is not a measure defined in accordance with GAAP. We believe that EBITDA is a standard performance measure commonly reported and widely used by analysts and investors in our industry. A reconciliation of net income to EBITDA is set forth in the table below.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results of operations and using EBITDA only as a supplemental measure of our performance.

The following table sets forth a reconciliation of our historical and pro forma net income (loss) to our historical and pro forma EBITDA for the periods indicated below:

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. In pursuing our business strategies, the primary market risk to which we are exposed is interest rate risk. Our primary interest rate exposure will be the daily LIBOR. We may use fixed interest rate financing to manage our exposure to fluctuations in interest rates. On a limited basis, we also may use derivative financial instruments to manage interest rate risk. We will not use such derivatives for trading or other speculative purposes.

At December 31, 2013, approximately $40.5 million, or 93.8%, of our debt had variable interest rates and approximately $2.6 million, or 6.2%, had fixed interest rates. Assuming no increase in the level of our variable rate debt, if interest rates increased by 1.0%, or 100 basis points, our cash flow would decrease by approximately $0.4 million per year. At December 31, 2013, LIBOR was approximately 17 basis points. Assuming no increase in the level of our variable rate debt, if LIBOR were reduced to 0 basis points, our cash flow would increase by approximately $0.7 million per year.

All of the leases for the farmland in our initial portfolio are triple-net leases with one- to three-year terms, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including taxes, maintenance, water usage and insurance. As a result, we believe that the effect on us of inflationary increases in operating expenses may be offset in part by the operating expenses that are passed through to our tenants and by contractual rent increases since our leases will be renegotiated every one to three years.

Because the leases for substantially all of the properties in our initial portfolio require payment of 100% of the annual rent in advance of each spring planting season, we expect to receive substantially all of our cash rental payments in the first calendar quarter of each year, although we will recognize rental revenue from these leases on a pro rata basis over the non-cancellable term of the lease in accordance with GAAP.

Our principal source of revenue will be rent from tenants that conduct farming operations on our farmland. Upon completion of this offering, substantially all of the farmland in our initial portfolio will be leased to either Astoria Farms, which is controlled by Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, or Hough Farms, in which Mr. Pittman and Jesse J. Hough, who will provide consulting services to us, have an interest. See "—Description of Tenants." We refer to Astoria Farms and Hough Farms as our "related tenants" in this prospectus. The leases with our related tenants will be triple-net leases with terms ranging from one to three years and pursuant to which the tenant is responsible for substantially all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the property, such as seed, fertilizer, labor and fuel. All but two of the leases that will be in place upon completion of this offering have fixed annual rental payments and provide that 100% of the annual rent is due and payable in advance of each spring planting season. Although our leases typically do not provide that lease payments are based on the revenue generated by our farm-operator tenants, all but one of the leases that will be in place upon completion of this offering have payment terms that represent approximately 35-45% of the revenue expected to be produced by farm operations at the respective property, which we believe is typical for farm leases in the midwestern United States. In the future, we expect that the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to similar triple-net leases. We believe this lease structure will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the annual rent (such as our lease for the Crane Creek farm), leases for which rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Luca Fabbri, our Chief Financial Officer, comprise our management team. In addition, effective upon completion of this offering, we will enter into the Consulting Agreement, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and

accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement." Mr. Hough was previously a partner of Kennedy and Coe, a top 100 accounting firm that focuses on agribusiness accounting, and has worked with Mr. Pittman since late 2011, when Messrs. Pittman and Hough agreed to merge their respective farmland and farming operations holdings. See "—Our Real Estate Experience." Messrs. Pittman, Fabbri and Hough have more than ten, three and ten years of experience, respectively, as owners of agricultural real estate and operators of farming businesses and collectively have consummated over 70 transactions to acquire and consolidate various farmland parcels. As a result, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many of our competitors. Upon completion of this offering and the formation transactions, Mr. Pittman and Mr. Hough will own approximately 26.3% and 5.2%, respectively, of the fully diluted equity interests in our company, which we believe aligns their interests with those of our stockholders.

We are an internally managed Maryland corporation. We intend to elect to be taxed as REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

Mr. Pittman, our Executive Chairman, Chief Executive Officer and President, was raised in Champaign, Illinois in a farm family and has spent the vast majority of his life in and around agriculture. Mr. Pittman received his B.S. degree in Agriculture at the University of Illinois. While pursuing a career as a lawyer and finance executive, Mr. Pittman purchased his first farm in 1999 when he acquired a farm in Fulton County, Illinois. Over the subsequent years, Mr. Pittman acquired additional farms in a five-county area in West-Central Illinois. In 2008, following the sale of Jazz Technologies, Inc., where Mr. Pittman had most recently served as the chief financial officer, Mr. Pittman committed himself full-time to acquiring and managing farmland. In 2001, Mr. Pittman began operating farms through his farming business, Astoria Farms, and its predecessors. Over his career, Mr. Pittman has acquired over 12,000 acres of farmland, including primary row crop farmland, and timberland, in over 70 transactions.

Mr. Fabbri, our Chief Financial Officer, has been involved in farmland investing since 2003, when he and Mr. Pittman first evaluated the feasibility of a publicly traded REIT focused on owning and managing farmland in the United States. In November 2011, Mr. Fabbri committed himself full-time to agriculture by joining Mr. Pittman as senior vice president and chief operating officer of Mr. Pittman's farming operations and, subsequently, the farming operations of Pittman Hough Farms. Since then, Mr. Fabbri has been involved in all aspects of the business, from strategic decision making to field operations. His primary focus has been on land acquisitions, including conducting due diligence on acquisition opportunities throughout the United States and acquiring farmland in Illinois, Nebraska and Colorado, the integration of technology in the operations of Pittman Hough Farms, investor relations and corporate development.

Mr. Hough, who will serve as our consultant pursuant to the Consulting Agreement, grew up in Bellwood, Nebraska on a family-owned farm where he assisted the farming operations in multiple capacities. After studying Business with an emphasis in Accounting at the University of Nebraska, Mr. Hough pursued a career in accounting with the firm Kennedy and Coe, LLC, a top 100 accounting firm that focuses on agribusiness accounting. Mr. Hough became a partner of Kennedy and Coe in 2005. While at Kennedy and Coe, Mr. Hough developed strong relationships with many of the largest farm entities in the United States, including Astoria Farms, which is controlled by Mr. Pittman. While pursuing his accounting career, Mr. Hough became the manager and co-owner of several farms in Butler County, Nebraska that were controlled by members of his immediate family. In late 2011, Mr. Hough and Mr. Pittman agreed to merge their respective farmland and farming operations holdings, which resulted in the formation of Pittman Hough Farms. Mr. Pittman, Mr. Hough and members of Mr. Hough's family are the primary owners of Pittman Hough Farms.

We believe that the collective experience of Messrs. Pittman, Fabbri and Hough as owners and operators of farmland, and their backgrounds in law, finance and accounting, provide our company with a unique ability to successfully acquire and manage farmland in the United States.

We believe the following competitive strengths distinguish us from many of our competitors:

We seek to invest in farmland that we believe offers an attractive risk-adjusted combination of stable rental income generation and value appreciation. We expect our principal investment focus to be on primary row crop farmland located in agricultural markets throughout North America. On a limited basis, we may acquire properties not fitting such principal investment focus for diversification purposes or if we believe that the expected total risk-adjusted return from the individual investment is particularly attractive. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches. In addition, to a more limited extent, we may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying asset.

We intend to buy farms that produce annual row crops and do not expect to buy a substantial amount of farmland used for permanent crops. We believe that annual row crop farmland has less risk than permanent crop farmland because annual row crops require less time and capital to plant. If a farm operator loses an annual row crop to drought, flooding, fire or disease, the farm operator can generally resume production on the land in a few weeks or months. However, if a farm operator loses a permanent crop, there generally would be significant time and capital needed to return the land to production because a tree or vine may take years to grow before bearing fruit. Annual row crop farmland also enables the farm operator to rotate crop types to improve soil quality, react to commodity price trends and adopt improved crop varieties. Permanent crop farmland is dedicated to one crop during the lifespan of the trees or vines and therefore cannot be rotated to adapt to changing conditions. As a result, we believe that annual row crop farmland has a lower risk profile than permanent crop farms.

We believe, for the following reasons, that primary row crop farmland is more likely to appreciate and provide increasing rental income over time than fresh produce farmland:

We believe that the United States offers farmland investors exposure to financial benefits driven by the fundamentals of agricultural production and farmland appreciation without many of the risks that come with farmland investments in many other countries. In the United States, the farmland market is relatively liquid and there is virtually no land title risk. Moreover, the United States has the largest, lowest-cost grain transportation infrastructure in the world, leaving more margin to the grain producer and landowner. Lastly, we believe that in most major U.S. agricultural markets, multiple quality farm-operator tenants compete for farmland lease opportunities.

Farming land for crops carries significant operating risk. If a crop fails or the land does not produce the anticipated amount of crops, the farm operator may experience an economic loss. We believe that through leasing farmland, rather than farming it, we will mitigate this risk significantly. We intend to lease most of our properties on a fixed-rent basis that does not depend on the success of the tenant's farming operations. Moreover, all but two of the leases in our initial portfolio provide that 100% of the annual rent is due and payable in advance of each spring planting season, and we expect that most of the fixed-rent leases we enter into in the future will have a similar requirement, which reduces our credit-risk exposure in the event of operational issues with the farm-operator tenant. However, to the extent we enter into leases that do not require advance payment of 100% of the annual rent or have terms greater than one year (as with 23 of the 38 farms in our initial portfolio), we may be subject to tenant credit risk and more susceptible to the risks associated with declines in the profitability of tenants' farming operations. We may use variable-rent leases, which depend in part on crop yields and prices, in regions where such arrangements are prevalent or when we expect that such arrangements will be more profitable to us on a risk-adjusted basis. For example, under the lease for our Baca farm in Colorado, rather than receiving a fixed annual rental payment, we will receive as rent 25% of the tenant's annual farming revenue related to the Baca farm, which we believe is more typical than cash-basis rent in the high plains region of the United States where the Baca farm is located. We also may utilize hybrid lease arrangements that require a modest rent payment at lease inception and an additional rent payment based on a percentage of the revenue from the tenant's harvest for that year.

We expect to continue to lease the majority of our farmland and other farming related properties under triple-net leases, which require the tenant to either pay or reimburse us for substantially all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the input costs related to the farming operations, such as seed, fertilizer, labor and fuel. The rental payments we receive from the farm operators will be the primary source of any distributions that we make to our stockholders.

We expect that over time rental income will increase. Most farmland in the areas where we own or intend to acquire land is leased under short-term leases (typically three years or less), and we plan to lease our property under short-term leases. By entering into short-term leases, we believe we will be in a position to increase our rental rates when the leases expire and are renewed or the land is re-leased, if prevailing rental rates have increased. However, we can provide no assurances that we will be able to increase our rental rates, or even maintain them at the same level, when the leases are renewed or the land is re-leased.

We believe quality farmland has a near-zero vacancy rate, and we believe that high-quality farmland in an area with a competitive tenant environment is generally leased and farmed each year. For leases that provide that rental payments for a crop year are generally due in advance of the spring planting season, in the event of a tenant's failure to pay rent when due, we will seek to terminate the lease and rent the property to another tenant that could then plant and harvest a crop that year. As a result, we believe there is a reduced risk of vacancy on our properties when compared to most other types of commercial properties, such as office buildings or retail properties.

We believe the areas where we own and intend to acquire farmland are characterized by a competitive farm-operator tenant environment, with multiple experienced farm operators seeking to expand their operations by leasing additional farmland.

Of the 38 farms in our initial portfolio, 32 farms are leased to Astoria Farms and four farms are leased to Hough Farms. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. We expect that most of the properties we acquire following the completion of this offering and our formation transactions will be leased to third-party tenants unrelated to Mr. Pittman, Mr. Hough or us. However, we may lease newly acquired properties to entities affiliated with our management team if they are willing and able to pay a higher rental rate than other third-party tenants. The renewal of any of the existing leases with Astoria Farms or Hough Farms and any new leases with these entities or any other entity affiliated with our management team or Mr. Hough will require the approval of a majority of the independent members of our Board of Directors.

According to the USDA, as of 2007, approximately 87% of farms in the United States were owned by families. We believe that many farm families and individuals may wish to simultaneously sell and lease their property back and continue their agricultural businesses under short-term, net leases. Sellers in these sale-leaseback transactions can use the sale proceeds to repay existing indebtedness, for growth of their farming operations or in other business endeavors. We believe that the farmland that we acquire and do not simultaneously lease back to the seller can be leased at attractive rental rates to other independent or corporate farm operators.

As an alternative to selling their farmland to us in an all-cash transaction, we believe that many farm owners may be interested in selling their farmland to us in exchange for OP units in order to have an equity interest in our company and participate in any appreciation in value of our properties. By making such an exchange, these farm owners would become investors in a more diversified portfolio of agricultural real estate. Under certain circumstances, the exchange of real estate for OP units is a tax-deferred exchange under U.S. federal income tax laws. In addition, because we intend to make cash distributions each quarter, OP unit holders would receive regular quarterly cash distributions. Finally, OP unit holders would have the flexibility to redeem their OP units in the future for cash, or, at our election, shares of our common stock that they could then sell in the public market, thereby allowing these sellers to determine the timing of recognizing taxable gain. Because we expect the issuance of OP units in exchange for farmland generally will be driven by the desires of prospective sellers, we do not know how frequently we will issue OP units in exchange for farmland properties. However, we believe that using OP units as acquisition consideration can be a significant part of our property acquisition strategy.

In the future, we may diversify into farmland that is suitable for growing annual row crops other than primary row crops, such as fresh produce, cotton, peanuts, biofuel feedstocks, livestocks or permanent crops. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock ranches. We currently own three grain storage facilities, two of which are in Illinois and one of which is in Nebraska. In addition, to a more limited extent, we may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying property.

We intend to acquire farmland that offers an attractive risk-adjusted balance of current returns and appreciation potential. We believe Messrs. Pittman's, Fabbri's and Hough's deep understanding of agribusiness fundamentals and insight into factors affecting the value of farmland will allow us to identify properties consistent with our investment criteria. We believe the following factors are important in the selection of farmland:

We will perform a due diligence review with respect to each potential property acquisition. The due diligence investigation will include both property-specific factors (e.g., soil types and fertility, water availability and rights, topographical characteristics and property taxes) and location-specific factors (e.g., climate, tenant availability and quality and market access). As part of our due diligence process, we also will perform a valuation of each target property and estimate expected lease rates.

We intend to focus primarily on farmland located in areas with a robust and competitive environment of experienced tenants. In general, the tenant selection process will focus primarily on candidates' experience and reputation based upon background and reference checks of potential tenants, as well as their willingness and ability to pay competitive rental rates. We will consider similar factors in analyzing sale-leaseback transactions. In areas where we already own one or more properties, we may give our existing local tenants priority consideration, especially in exchange for sourcing a property acquisition opportunity. We intend to mitigate tenant credit risk by requiring full payment of a year's rent in advance of each spring planting season whenever possible or, to a more limited extent, the provision of a letter of credit to back up the tenant's lease obligations. In addition, we intend to monitor our existing tenants by periodically conducting site visits of the farms and meeting with the tenants to discuss their farming operations and the condition of the farms. However, in some circumstances, we may be exposed to tenant credit risk and may be subject to farming operation risks, such as adverse weather conditions and declines in commodity prices, particularly with respect to leases that do not require advance payment of 100% of the annual rent (such as our lease for the Crane Creek farm), variable-rent leases for which the rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year (such as the leases for 23 of the 38 farms in our initial portfolio). See "Risk Factors—Risks Related to Our Business and Properties—We do not intend to continuously monitor and evaluate tenant credit quality and may be subject to risks associated with our tenants' financial condition and liquidity position."

Upon completion of this offering and the formation transactions, our related tenants, Astoria Farms and Hough Farms, will lease 84.0% of the total acres in our initial portfolio. See "—Description of Tenants." We expect that most of the properties we acquire following the completion of this offering will be leased to third-party tenants unrelated to Mr. Pittman, Mr. Hough or us. However, we may lease newly acquired properties to entities affiliated with our management team if they are willing and able to pay a higher rental rate than competing third-party tenants. The renewal of any of the existing leases with Astoria Farms or Hough Farms and any new leases with these entities or any other entity affiliated with our management team will require the approval of a majority of the independent members of our Board of Directors.

Upon completion of this offering and consummation of the formation transactions, we will own a 100% fee simple interest in 38 farms located in Illinois, Nebraska and Colorado, consisting of a total of approximately 7,300 total acres of farmland, as well as three grain storage facilities. We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to the completion of this offering, which leases will be effective upon completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions. For additional information regarding the leases that will be in place upon completion of this offering and the formation transactions, see "—Description of Our Leases." The table below provides certain information regarding each property in our initial portfolio.

Property Name	County, State				2014 Contractual Rent(2)

Pella Bins and Tracks(3)(4)	McDonough, IL	10/1/2007	459	490	$	229,497	12/31/2015
		3/1/2010
Kaufman	McDonough, IL	12/1/2010	338	427		170,800	12/31/2016
Cleer(4)(5)	Fulton, IL	9/1/2007	271	298		155,895	12/31/2014
Matulka(6)	Butler, NE	1/1/2012	234	242		144,300	12/31/2016
Big Pivot(4)	Mason, IL	1/1/2007	336	342		136,608	12/31/2016
Curless(4)	Fulton, IL	1/1/2009	250	250		112,500	12/31/2015
Pumphouse West	Schuyler, IL	11/1/2008	267	317		101,440	12/31/2016
Scripps(4)	Schuyler, IL	12/1/2000	299	310		99,200	12/31/2014
Baca(4)(7)(8)	Baca, CO	11/1/2010	725	961		96,100	12/31/2014
Stelter(4)	Mason, IL	1/1/2008	234	234		93,600	12/31/2014
Henninger(4)	Schuyler, IL	1/1/2004	232	232		92,903	12/31/2015
John's Shop	McDonough, IL	12/1/2004	199	205		92,250	12/31/2015
		11/1/2006
Tazewell	Tazewell, IL	1/1/2008	241	241		84,270	12/31/2015
Crane Creek(4)(7)	Schuyler, IL	6/1/2003	211	211		68,575	12/31/2014
Stanbra/Zeller	Butler, NE	1/1/2012	178	181		72,400	12/31/2016
Bardolph(4)	McDonough, IL	4/1/2008	147	160		71,978	12/31/2014
Symond(4)	Mason, IL	12/21/2012	195	200		69,864	12/31/2016
Pella Kelso(4)	McDonough, IL	11/1/2007	111	115		51,818	12/31/2014
Duncantown(4)	Fulton, IL	2/1/2008	151	172		51,732	12/31/2014
Dilworth(4)	McDonough, IL	6/9/2011	112	115		51,687	12/31/2016
Weber(4)	Schuyler, IL	4/1/2001	146	153		48,960	12/31/2015
Zeagers(9)	Butler, NE	12/26/2012	118	120		48,000	12/31/2014
Copes(4)	Schuyler, IL	12/1/2007	123	137		47,894	12/31/2014
Beckerdite(4)	Schuyler, IL	2/12/2012	112	120		44,936	12/31/2015
Smith	McDonough, IL	6/26/2013	95	100		44,793	12/31/2014
Busch(4)	Mason, IL	12/1/2010	109	110		41,250	12/31/2014
Pumphouse East	Schuyler, IL	6/1/2003	112	125		40,000	12/31/2014
Adair FS(4)	McDonough, IL	1/1/2006	73	75		33,894	12/31/2016
Ambrose(4)	Mason, IL	12/1/2006	80	80		32,132	12/31/2016
Crabtree(4)	Mason, IL	11/1/2009	77	79		31,676	12/31/2015
Kelly	Butler, NE	6/29/2012	74	75		30,000	12/31/2014
Heap	McDonough, IL	9/11/2011	70	79		29,610	12/31/2016
Table Grove(4)	Fulton, IL	11/1/2006	58	60		27,000	12/31/2016
McFadden MD(4)	McDonough, IL	10/8/2012	88	107		26,673	12/31/2014
Parr(4)	Fulton, IL	11/1/2008	61	79		23,736	12/31/2016
Skien	Fulton, IL	4/27/2011	45	52		16,730	12/31/2015
Estep(4)	Mason, IL	3/28/2011	35	35		13,253	12/31/2015
McFadden SC(4)	Schuyler, IL	10/8/2012	31	34		11,560	12/31/2014

TOTAL			6,697	7,323	$	2,639,514

(2): Based on the terms of the new leases that will be entered into in connection with the formation transactions, other than the leases for Baca and Crane Creek, which leases we will assume in connection with the formation transactions.
(3): $11,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(4): Property serves as collateral for a $34.5 million multi-property loan. We intend to use a portion of the net proceeds from this offering to repay approximately $4.5 million of the outstanding principal balance on this loan. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Multi-Property Loan."
(5): $44,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(6): $47,500 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(7): Property is leased to a third-party farm operator that is not related to Mr. Pittman, Mr. Hough or us.
(8): Under the lease for Baca, rather than receiving a fixed annual rental payment, we will receive as rent an amount equal to approximately 25% of the tenant's annual farming revenue related to the Baca farm. The amount shown in the table above as 2014 contractual rent is an estimate based on the amount of rent we received under similar rent structures in 2012 and 2013, which was $112,285 and $72,179, respectively. See "—Description of Our Leases."
(9): Property serves as collateral for a $1.8 million mortgage loan. We intend to use a portion of the net proceeds from this offering to repay approximately $1.0 million of the outstanding principal balance on this loan. See "Use of Proceeds."

In the normal course of our business, our management team regularly evaluates the market for farmland acquisitions and compiles an internal list of potential acquisition targets based on management's assessment of farmland properties that are currently being marketed for sale or which we have identified through our management team's network of relationships. As of the date of this prospectus, we have identified and are in various stages of reviewing 15 potential farm acquisitions comprising an aggregate of approximately 43,000 acres of farmland with an estimated aggregate purchase price of approximately $151 million, based on our preliminary discussions with sellers, listed sale prices for marketed farmland and/or our internal assessment of the values of the farmland. We believe each of the farms being evaluated by us for potential acquisition meets our investment criteria. We have engaged in preliminary discussions with some of the owners, commenced the process of conducting diligence on certain of these farms and submitted non-binding indications of interest or term sheets to the owners of two of these farms. However, we have not agreed upon price or terms relating to, and, prior to completion of this offering, do not expect to agree upon price and terms or enter into binding commitments with respect to the acquisition of any farm, and therefore do not believe any potential farm acquisition is probable at this time. Accordingly, there can be no assurance that we will complete the acquisition of any farm that we are currently evaluating or that the purchase prices of the farmland acquisitions under evaluation will be in the amounts we currently anticipate.

involve environmental and structural due diligence and complex loan assumption or payoff negotiations. Inspection periods in farmland acquisition agreements, if they exist at all, are generally less than 15 days, and land titles typically do not contain many of the encumbrances, such as easements, zoning and land use restrictions, that are common in real estate titles in incorporated areas. As a result, notwithstanding that we currently do not have any binding commitments, definitive purchase agreements or other informal arrangements with respect to any potential farmland acquisitions, we may enter into definitive purchase agreements with respect to farms, including farms we have been evaluating, within a short time period after completion of this offering, and we could complete the acquisition of such farms within approximately 90 days after the completion of this offering. However, we can provide no assurances that we will complete any such farmland acquisitions within the timeframe we anticipate or at all.

All of our farmland is primarily suited to growing annual row crops. In most cases, nearly all of the acreage is tillable, with the exception of roads, ditches and, in some cases, small patches of timber or other untillable land. The Baca farm has approximately 675 acres under pivot irrigation and approximately 50 acres of tilled dry land, but we do not consider the balance of approximately 236 acres to be tillable because the farm's limited water supply is being directed to the acres under pivot irrigation.

All of our farmland, except the Baca farm, has been used to grow corn and soybeans for the past several years. Due to its geographic location and water availability, the Baca farm is used to grow a mix of corn, wheat and sorghum. The type of crop grown on our farmland may change depending on various factors, and farm operators who lease our land may rotate crop types from year to year to improve soil quality, in reaction to commodity price trends and to adopt improved crop varieties.

Most of farmland is irrigated solely by rainfall, which in an average year is sufficient to grow a corn or soybean crop to its full potential. The Baca, Big Pivot, Busch, Crabtree, Matulka, Stelter, Symond, Tazewell and Zeagers farms are irrigated with center pivot irrigation equipment. All of our irrigated farmland, except the Baca farm, relies on underground water sources that are replenished on an annual basis. The aquifer that the Baca farm relies on is insufficient for full pivot irrigation, and due to dropping levels may cease to be useful for irrigation purposes at some point over the next two decades (at which point we expect the farm will be used to grow crops that do not rely on irrigation, such as wheat or sorghum).

Our farmland is generally well-drained. Our Henninger, Pumphouse East, Pumphouse West, Scripps and Weber farms are located along the Illinois river within the Big Lake Drainage District; our Curless farm is located within the Sea Horn Drainage District; and our Crane Creek farm is located within the Crane Creek Drainage and Levee District. They are protected by levees maintained by the U.S. Army Corps of Engineers, and the drainage district provides drainage services through ditches and a pumping station.

The topography of the tillable portion of our farmland is mostly flat and is easily accessible, primarily because it is located alongside roads. All of our farmland is located near one of our grain storage facilities or a commercial grain elevator.

The grain drying and storage facility located on the Cleer farm was built in 2011 at commercial grade elevator standards. It has two 150,000-bushel dry bins (with commercial grade drying fans and internal temperature cables), one 15,774-bushel wet bin, a two-stack centrifugal grain dryer (capable of

drying up to 2,450 bushels per hour at five points of moisture reduction), an unloading pit (5,500-brake horsepower, or bhp, capacity), legs and a small building with system controls and a workspace.

The grain drying and storage facility located on the Matulka farm was built in stages beginning in 2010 at commercial grade elevator standards. It has two 50,000-bushel bins with drying floors and fans (not heated), three 45,000-bushel bins with drying floor and fans (both heated and not), one 35,000-bushel wet tank bin, one tower grain dryer (capable of drying up to 1,500 bushels per hour at five points of moisture reduction), one 5,000-bushel overhead bin, unloading pit and legs.

The Pella bin site has two 60,000-bushel bins and two 20,000-bushel bins, which are approximately five years old, and two 2,000-bushel bins, which are approximately 40 years old.

The following table sets forth, for each of the years ended December 31, 2013, 2012 and 2011, the occupancy and average rent per acre, as well the total rent and total acreage, for the properties that will comprise our initial portfolio.

In connection with the formation transactions, the existing leases between our Predecessor and our related entities for 36 of the 38 farms and the three grain storage facilities in our initial portfolio will be terminated, and we will enter into new leases with our related tenants, which leases will become effective upon completion of this offering. We will not incur any termination fees in connection with the termination of the leases between our Predecessor and our related tenants. In connection with the FP Land Merger, we will assume the existing 2014 leases for the Baca and Crane Creek farms, which our Predecessor entered into in early 2014.

The following table provides information regarding our Predecessor's leases for the year ended December 31, 2013.

Expenses. All of our Predecessor's leases with our related tenants were triple-net leases pursuant to which the tenant was responsible for all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the properties, such as seed, fertilizer, labor and fuel. Under the leases for 2013, our related tenants paid the property taxes for the farms directly. Under our Predecessor's lease for the Baca farm, our Predecessor paid all of the property taxes. Under our Predecessor's lease for the Crane Creek farm, the tenant was responsible for all of the property-related expenses (other than property taxes), as well as all of the input costs related to the farming operations on the property.

Renewal Rights. None of our Predecessor's leases provided the tenant with a contractual right to renew the lease upon its expiration; however, we provided the existing tenant with the opportunity to renew the lease upon expiration, subject to any increase in the rental rate that we established.

Sublease Rights. Under all of our Predecessor's leases, any sublease by the tenant required the prior consent of our Predecessor.

The following table provides information regarding the leases that will be in place upon the completion of this offering and our formation transactions.

Expenses. All of our leases will be triple-net leases pursuant to which the tenant is responsible for all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the properties, such as seed, fertilizer, labor and fuel. Under the Baca lease and the Crane Creek lease for 2014, we will pay the property taxes related to each of the farms and will be reimbursed by the tenants for those property taxes no later than December 1, 2014. Under our leases with our related tenants, the tenants will pay the property taxes directly in 2014; however, beginning in 2015, we will pay the property taxes related to each of the farms and will be reimbursed by our related tenants for those property taxes no later than December 1 of each year.

Renewal Rights. None of the leases that will be in place upon the completion of this offering will provide the tenant with a contractual right to renew the lease upon its expiration; however, we expect to provide the existing tenant with the opportunity to renew the lease upon expiration, subject to any increase in the rental rate that we may establish.

The following table sets forth a summary of the lease expirations for each of the leases for the farmland and grain storage facilities in our initial portfolio that will be in place upon completion of this offering and our formation transactions.

We expect to renew each of the leases entered into in connection with the formation transactions for new terms of three years following the initial terms of one, two or three years.

Of the 38 farms and three grain storage facilities in our initial portfolio, 32 farms and two grain storage facilities are leased to Astoria Farms and four farms and one grain storage facility are leased to Hough Farms, both of which are engaged primarily in the production and sale of corn and soybeans. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. For additional information regarding Astoria Farms and its ownership structure, see the financial statements of Astoria Farms and related notes thereto included elsewhere in this prospectus.

The farmland that we own and intend to acquire is used for growing crops and is subject to the laws, ordinances and regulations of state, local and federal governments, including laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment and eminent domain.

Farmland is principally subject to environmental and agricultural laws, ordinances and regulations. Each governmental jurisdiction has its own distinct laws, ordinances and regulations governing the use of farmland. Many such laws, ordinances and regulations seek to regulate water usage and water runoff because water can be in limited supply, as is the case in certain locations including Illinois, Nebraska and Colorado, where the properties in our initial portfolio are located. In addition, runoff from rain or from irrigation is governed by laws, ordinances and regulations from state, local and federal governments. Additionally, if any of the water used on or running off from our farms flows to any rivers, streams, ponds, the ocean or other waters, there may be specific laws, ordinances and regulations governing the amount of pollutants, including sediments, nutrients and pesticides, that such water may contain.

All of the farms in our initial portfolio have sources of water, including wells and/or surface water, that currently provide sufficient amounts of water necessary for the current farming operations at each location. However, should the need arise for additional water from wells and/or surface water sources, we may be required to obtain additional permits or approvals or to make other required notices prior to developing or using such water sources. Permits for drilling water wells or withdrawing surface water may be required by federal, state and local governmental entities pursuant to laws, ordinances, regulations or other requirements, and such permits may be difficult to obtain due to drought, the

limited supply of available water within the farming districts of the states in which our farms are located or other reasons. We believe that our farms are in compliance with applicable state, county and federal environmental and agricultural regulations.

In addition to the regulation of water usage and water runoff, state, local and federal governments also seek to regulate the type, quantity and method of use of chemicals and materials for growing crops, including fertilizers, pesticides and nutrient rich materials. Such regulations could include restricting or preventing the use of such chemicals and materials near residential housing or near water sources. Further, some regulations have strictly forbidden or significantly limited the use of certain chemicals and materials. Licenses, permits and approvals must be obtained from governmental authorities requiring such licenses, permits and approvals before chemicals and materials can be used on farmland and crops. Reports on the usage of such chemicals and materials must be submitted pursuant to applicable laws, ordinances, and regulations and the terms of the specific licenses, permits and approvals. Failure to comply with laws, ordinances and regulations, to obtain required licenses, permits and approvals or to comply with the terms of such licenses, permits and approvals could result in fines, penalties and/or imprisonment.

The use of farmland in certain jurisdictions is also subject to regulations governing the protection of endangered species. When farmland borders, or is in close proximity to, national parks, protected natural habitats or wetlands, the farming operations on such properties must comply with laws, ordinances and regulations related to the use of chemicals and materials and avoid disturbance of habitats, wetlands or other protected areas.

As an owner of farmland, we may be liable or responsible for the actions or inactions of our tenants with respect to these laws, regulations and ordinances.

Generally, the ownership and operation of real properties is subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures. These laws, ordinances or regulations, such as the Comprehensive Environmental Response and Compensation Liability Act, or CERCLA, and its state analogs, or any changes to any such laws, ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing, or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows from operating activities.

As noted in "—Farming Regulation," our properties and the operations thereon are subject to federal, state and local environmental laws, ordinances and regulations, including laws relating to water, air, solid wastes and hazardous substances. Our properties and the operations thereon are also subject to federal, state and local laws, ordinances, regulations and requirements related to the federal Occupational Safety and Health Act, as well as comparable state statutes relating to the health and safety of our employees and others working on our properties. Although we believe that we and our tenants are in material compliance with these requirements, there can be no assurance that we will not incur significant costs, civil and criminal penalties and liabilities, including those relating to claims for damages to persons, property or the environment resulting from operations at our properties. See "Risk Factors—Risks Related to Our Business and Properties—Potential liability for environmental matters could adversely affect our financial condition."

Under the terms and conditions of the leases on our current properties, tenants are generally required, at their expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies and to name us an additional insured party. These policies include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the properties and all of their appurtenant areas. In addition to our tenants' insurance policies under which we will be an additional insured party, we also expect to maintain comprehensive liability and casualty insurance covering all of our properties under a blanket insurance policy, which would provide coverage to the extent there is insufficient coverage under our tenants' policies.

Competition to our efforts to acquire farmland can come from many different entities. Developers, municipalities, individual farm operators, agriculture corporations, institutional investors and others compete for ownership of farmland acreage. Other investment firms that we might compete directly against could include agricultural investment firms such as Hancock Agricultural Investment Group, Prudential Agricultural Investments and UBS Agrivest LLC. These firms engage in the acquisition, asset management, valuation and disposition of farmland properties.

Upon completion of this offering and the formation transactions, we expect to have two employees, none of which will be members of a labor union. In addition, pursuant to the Shared Services Agreement with American Agriculture, we also have access to other personnel, who will provide, among other things, administrative support, accounting support, information technology services and human resources assistance.

There are no legal proceedings pending involving us or our Predecessor as of the date of this prospectus. Under the leases in place for the properties in our initial portfolio, a tenant typically is obligated to indemnify us, as the property owner, from and against all liabilities, costs and expenses imposed upon or asserted against it as owner of the properties due to certain matters relating to the operation of the property by the tenant. We may be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that arise in the future, individually or in aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period.

For ease of comparability between data sources, some underlying data in the source materials cited below have been converted from the metric system using the conversion factors published by the United States Department of Agriculture in its handbook Weights, Measures, and Conversion Factors for Agricultural Commodities and Their Products. Conversion factors used in this prospectus are included at the end of this section.

In many places throughout this section, we provide data regarding the economics of corn farming, such as supply, demand and harvest yields, because we believe that the economics of corn farming are highly predictive of the economics of other primary row crops such as wheat and soybeans, which are the primary crops grown on the farmland in our initial portfolio. For instance, the price for a bushel of wheat or soybeans historically has been highly correlated to the price of a bushel of corn, such that, as the price of a bushel of corn increases, the price for a bushel of wheat or soybeans also increases.

Farm crops generally can be divided into two principal categories: annual row crops and permanent crops. We invest primarily in farmland used to grow primary row crops. Annual row crops are both planted and harvested annually or more frequently. Annual row crops can be further divided into two subcategories: primary row crops and fresh produce. Primary row crops include grains (such as corn, wheat and rice), oilseeds (such as soybeans and rapeseed), forage crops (such as alfalfa, grass hay and corn silage) and cotton. Fresh produce generally encompasses non-permanent fruits and vegetables such as strawberries, lettuce, melons and peppers. Permanent crops, such as oranges, apples, almonds and grapes, have plant structures that produce yearly crops without being replanted. We refer to the land on which farm crops can be grown as cropland (specifically defined as land under annual crops and permanent crops, plus land that is temporarily fallow or temporarily used for pasture).

According to the UN FAO, the majority of the world's cropland is used to grow primary row crops. Primary row crops are essential components of the global food supply, directly accounting for over 65% of the world's caloric consumption, according to the UN FAO, with direct consumption of corn, rice and wheat accounting for approximately 42% of the global food supply. Grains and oilseeds contribute to an even greater portion of global consumption after taking into account their usage as feed for livestock. In contrast, the UN FAO reports that fresh produce and permanent crops account for approximately 7% of global consumption. The USDA has reported that it takes approximately 2.6 pounds of feed to produce one pound of chicken meat, 6.5 pounds of feed for one pound of pork, and 7.0 pounds of feed for one pound of beef. Meat and animal products (such as milk and eggs) account for 16.5% of global caloric intake.

In addition to their use in food production, primary row crops are increasingly being used in the production of fuels such as ethanol and biodiesel. The impact of biofuels on the global primary row crop market is already significant, with the UN FAO reporting the United States using 15.6% of world corn production and Brazil using 23% of world sugar production for ethanol in 2010. Global production of biofuels increased by over 500% from 2002 to 2011, according to the U.S. Energy Information Administration, due to their ability when used as a gasoline additive to reduce emissions, reduce the use of fossil fuels and enhance octane.

Grains are the most widely produced primary row crops, both globally and in the U.S., followed by wheat and rice. Oilseeds account for a large portion of U.S. primary row crop production, but a smaller amount globally.

Worldwide, the large majority of grain and oilseed crops are used to produce food, with direct food and animal feed uses consuming 66% of global production, according to the UN FAO.

We believe the two primary drivers of global food and primary row crop demand growth over the next several years will be population growth and growth of GDP per capita. According to the U.S. Department of Economic and Social Affairs, the global population grew by approximately 6.2% from 6.5 billion in 2005 to 6.9 billion in 2010. As shown in the chart below, the United Nations projects that global population will increase from 6.9 billion in 2010 to 7.7 billion in 2020 and will exceed 9 billion by 2040, with substantially all population growth occurring in developing regions. This increase in

population is expected to directly lead to an increase in food and energy demand, which will require increased production of primary row crops. According to the U.S. Census Bureau, the U.S. population grew from approximately 301.2 million people in 2007 to approximately 313.9 million people in 2013, representing approximately 4.2% growth for the five-year period.

The continuing growth of GDP per capita, particularly in developing countries, is expected to have a significant impact on the amount and type of food that the world's population consumes. The International Monetary Fund, or the IMF, forecasts that GDP per capita (on a purchasing power parity basis) in emerging market and developing economies to increase by 34.0% from 2013 to 2018, from $7,285 per capita to $9,764 per capita. Over the longer term, as illustrated in the chart below, the Organisation for Economic Co-operation and Development, or the OECD, forecasts that GDP per capita in non-OECD countries, which are largely located in less developed regions of the world, will grow over 400% from 2013 to 2060.

The UN FAO projects a 6.7% increase in global calorie consumption per capita from 2005-2007 to 2030, predominantly driven by an increase in GDP per capita. Developed country consumption is expected to remain relatively unchanged, despite rising GDP per capita, increasing 2% from an average 3,360 calories per day from 2005-2007 to 3,430 calories per day in 2030. Consumption in developing countries is expected to increase 9% from 2,619 calories per day to 2,860 calories per day in 2030. The composition of those calories is also expected to change, with calories from direct consumption of grains falling from 53% to 49% in 2030 in developing countries. Livestock products (meat, milk and eggs) and vegetable oils are expected to represent an increasing portion of the diet of the developing world, with their share of total calories projected to rise from an average of 22% from 2005-2007 to 26% in 2030. As shown in the chart below, meat consumption per capita is expected to increase nearly 30% in the developing world from 62 pounds per person per year from 2005-2007 to 79 pounds per person per year in 2030, which is expected to result in even greater demand for primary row crops, as the weight of crops required for livestock feed is approximately two to seven times the resulting weight of meat. According to the UN FAO, these factors are expected to require more than one billion additional tons of global annual grain production by 2050, a 45.5% increase from 2005-2007 levels and two-and-a-half times the 423 million tons of grains produced in the United States in 2012. Including non-food uses, the UN FAO estimates a 70% increase in demand over the same period. The chart below illustrates historical and forecast consumption trends in developing countries.

We believe that China's economic performance and near-term prospects serve as a compelling proxy for much of the larger emerging-market demand for agricultural products in the coming decades, with poverty and undernourishment rates having moved from 64% and 21%, respectively, in 1990 to 12% each in 2009 and 2010, respectively, according to the World Bank and the OECD. In significant part due to these developments, China has adapted its "self-sufficiency" food strategy and has become or is expected soon to become a net importer of many of its primary food commodities, as shown by the charts below.

The main component of growth in global agricultural production over the past 40 years has been improving farm productivity. According to the USDA Foreign Agricultural Service, between 1973 and 1992, global production of corn, wheat, rice and soybeans rose on average 2.6% per year with gains in productivity, as measured by average yield, averaging 2.0% per year. Productivity gains have slowly been diminishing over time. From 1993 to 2012, average annual global yield gains for corn, wheat, rice and soybeans declined to approximately 1.4%, and overall production gains fell to an average of 2.2%. The USDA forecasts that productivity gains will continue to diminish, with its baseline agricultural projections for 2013 to 2023 reflecting 0.9% in yield gains per year.

While the amount of global cropland in use has gradually increased over time, growth has plateaued over the last 20 years. In 2011, total global cropland stood at 3.8 billion acres, according to the UN FAO, which is approximately 11.9% of the world's total land area (excluding area under bodies of water). From 1971 to 1991, 238 million acres of cropland were added globally, but only 78 million acres, or 17%, of that total was added from 1991 to 2011. The declining growth rate of cropland area has been driven principally by developed countries, which saw the supply of cropland peak in the mid-1980s. Cropland area continues to increase in developing countries, but after accounting for expected continuing cropland loss, the UN FAO projects only 171 million acres will be added from 2005-2007 to 2050, a 4.3% increase. In comparison, world population is expected to grow over the same period to 9.5 billion, a nearly 38% increase. According to the United Nations, virtually all of this expected growth will be concentrated in urban areas of less developed regions, further reducing cropland availability as urban areas expand. The World Bank projects that each new resident of cities with populations in excess of 100,000 will require the conversion of 0.04 acres of non-urban land, resulting in the urban conversion of 99 million acres from 2000 to 2030. These trends will continue the steady long-term decline of global arable land per capita, as shown in the chart below.

We believe that cropland area and cropland productivity will also be negatively impacted by continuing water depletion. Global groundwater depletion has been rapidly increasing over the past 50 years, and as this trend continues the irrigation of global cropland will be increasingly at risk. According to the U.S. Geological Survey, or the USGS, from 1900 to 2000, total U.S. groundwater depletion was 801 cubic kilometers. An additional 191 cubic kilometers was depleted from 2000 to 2008. Globally, groundwater has been depleted even more rapidly, with estimated depletion from 2000 to 2008 totaling 1,163 cubic kilometers, or 34.5% of total global depletion from 1900 to 2000, according to research published by a USGS researcher in the journal Geophysical Research Letters.

Prices for primary row crops are affected by many factors including, among others, weather, crop disease, changes in governmental policy and supply and demand fundamentals, often fluctuating, at times significantly, from year to year. However, as shown below, the combination of growing demand and tightening supply conditions has caused primary row crop prices to increase in recent years, and we anticipate that trend will continue over the long term. Despite volitility over short periods of time,

primary row crop prices have been well above historical levels for the past five years, with multiple price spikes to historically high levels.

The United States is the world's second-largest producer of grains and oilseeds, accounting for over 17% of global production in 2011 and 2012, based on data from the USDA Foreign Agricultural Service. Corn is the United States' largest crop, with 2011 and 2012 production totaling 12.4 billion bushels, or approximately 35% of global production.

The United States claims a significant share of the global market in a number of crops, including wheat, corn, soybeans and cotton. For each of those crops, the United States was the world's largest exporter and among the top five producing countries in 2011 and 2012. The United States exported 1.5 billion bushels of corn in 2011 and 2012, which represents 12% of domestic production, according to the USDA.

According to the USDA, the total market value of U.S. agricultural products sold in 2007 was approximately $297 billion, of which approximately $154 billion was livestock sales. Non-livestock agricultural products include primary crops, produce, permanent crops and nursery, greenhouse, horticulture and sod products. We focus on primary crops, including row crops and irrigated forage, which, at approximately $94 billion in sales in 2007, comprised 31% of total U.S. agricultural products sold and 65% of non-livestock U.S. agricultural products sold.

Source: UN FAO (The Resource Outlook to 2050), USDA Farm Census of Agriculture (2007)

Behind corn, the largest crops in the United States by acreage are soybeans, hay and wheat. Combined with corn, these crops account for 80% of U.S. cropland measured in the USDA's 2007 Census of Agriculture.

According to the UN FAO, in 2011 approximately 402 million acres, or 18% of the U.S. land area, were used as cropland. The United States contains approximately 10.5% of the world's cropland but only 7% of global land area. As shown in the map below, the USDA ERS divides the United States into nine farm resource regions, the most productive of which, as measured by value of all agricultural production, is the Heartland region, which is comprised of all of Indiana, Iowa and Illinois and parts of Nebraska, South Dakota, Minnesota, Missouri, Ohio and Kentucky. In addition to having the highest value of production (30% of the U.S. total in 2011), the Heartland region also has the largest number of U.S. farms (20%).

U.S. farms are predominantly operated by families and individuals. As of 2007, according to the USDA Census of Agriculture, 87% of U.S. farms were operated by families or individuals, while only 4% were operated by corporations.

Productivity. Over the past three years, according to the USDA, U.S. cropland has averaged annual yields of 144 bushels of corn per acre and 45 bushels of soybeans per acre, compared to 67 bushels of corn and 37 bushels of soybeans for the rest of the world, due to U.S. soil quality and farming technology. As shown in the map below, Mollisols, one of the most naturally fertile soils in the world, is primarily found in the United States, Argentina, Ukraine, Russia and Northeast China. According to the USDA Natural Resources Conservation Service, Mollisols account for approximately 21.5% of the land area in the United States, mostly concentrated in the Midwest, as shown on the map below. Additionally, according to a report by the International Service for the Acquisition of Agri-Biotech Applications, the United States led the world in area farmed with genetically modified crops with 172 million acres, followed by Brazil (90 million acres) and Argentina (59 million acres).

U.S. Property Rights and Agriculture Policy. According to the International Property Rights Index, the United States ranked 17^th out of 130 countries in terms of security of property rights. By contrast, leading agricultural countries Brazil, China and Russia rank 56^th, 58^th and 102^nd, respectively. Further, the current U.S. farm bill, the Food, Conservation, and Energy Act of 2008, provides a crop insurance system that offers a safety net for farm operators in the event that primary row crop prices decline below profitable levels. U.S. property rights and agriculture policy allow farm operators and investors to securely invest long-term capital into farmland.

Transportation and Infrastructure. According to the USDA Agricultural Marketing Service, or the USDA AMS, U.S. primary row crops are transported by rail (28% of all corn, wheat, soybeans, sorghum and barley in 2011), barge (12%) and truck (60%). The United States has the largest railway system in the world (as measured by railway length) and also benefits from a large portion of its cropland's proximity to large river systems like the Illinois River and the Mississippi River (43% of corn, wheat, soybeans, sorghum and barley for export is transported by barge). As an example, the cost of freight from farm to port for a ton of soybeans in 2012 was approximately $40 for soybeans grown in Iowa versus $112 for soybeans grown in Mato Grosso, Brazil, according to the USDA AMS.

As an asset class, U.S. cropland has traditionally offered attractive, stable returns through both current income and value appreciation. According to the NCREIF, and as shown in the graph below, from 1992 through 2013, the NCREIF Farmland Index (defined to include agricultural properties including permanent, row and vegetable cropland) showed an average return of 12.2% per year as compared to an average of 8.7% for NCREIF's commercial real estate property index, as shown on the chart below. Over that time period, the NCREIF Farmland Index has not shown any negative annual total return and has demonstrated a standard deviation of quarterly returns of 7.12%, as compared to 8.4% for the NCREIF Commercial Real Estate Index overall, and 17.9% for the S&P 500. Both the NCREIF farmland and commercial real estate property indices measure the non-leveraged composite total return of a large pool of individual properties acquired in the private market for investment purposes and held in a fiduciary environment. Property valuations and return calculations are based on fair market values submitted quarterly by the owner of each property in the indices. We believe the NCREIF Farmland Index to be a reasonable proxy for farmland investment returns in general, both because of the consistency and reliability of its disclosure and because of the fact that it includes both price and rental income in its return calculation. However, these indices measure the performance of actual properties, rather than the performance of companies that invest in farmland or commercial properties, as applicable, and may not be representative of the market for these properties as a whole.

One of the advantages of cropland as an asset class is its ability to act as an inflation hedge. Researchers from the Purdue University Center for Commercial Agriculture found that farmland values have been highly correlated with inflation over a long period of time, with a correlation coefficient between land prices and the Consumer Price Index of 0.63 from 1914 to 2011. Farmland can also be used as a means of portfolio diversification, as farmland returns have been shown to have low or negative correlation with most other major asset classes. The Center for Farmland Research at the University of Illinois measured the correlation (based on rolling one-year returns) of farmland returns, measured by combining farmland values and rental rates reported by the USDA, with a variety of different asset classes from 1970 to 2012, as shown in the chart below:

While more strongly correlated with gold than to other asset classes such as stocks and bonds, cropland has delivered greater total returns than gold over time, as measured by the NCREIF Farmland Index, with relatively lower levels of volatility, which we believe is attributable in part to the current yield component of cropland returns, which is not offered by gold.

Additionally, on a risk-adjusted basis cropland over time has performed well relative to other asset classes such as equities, bonds and REITs that invest in assets other than farmland. The charts below show total returns and their volatility from 1995 through 2013. Similar patterns have also held over longer periods of time, with farmland, the S&P 500 and gold returning 10.6%, 9.2% and 8.2%, respectively, with a standard deviation of 10.9%, 18.2% and 28.7%, respectively, from 1972 through 2013.

Additionally, we believe that the relatively lower levels of volatility associated with cropland offers significant longer term advantages relative to investments in agricultural commodities. As shown in the following chart, cropland's stability relative to corn and soybeans during the periods indicated has resulted

in a significantly higher cumulative return relative to hypothetical portfolios composed of either corn or soybeans sold and reinvested quarterly at prevailing market prices during the same period.

We believe cropland has a number of advantages as compared to other types of real estate investments. Unlike traditional commercial real estate properties, cropland does not suffer from economic depreciation, has limited needs for capital expenditures and has a low risk of obsolescence. We believe quality farmland benefits from a near-zero vacancy rate, which can support increases in rental rates based on global supply and demand factors. Moreover, we believe farmland leases in many markets are unique as compared to most commercial real estate leases in that a substantial portion (up to 100%) of the annual rent is due and payable in advance of each spring planting season. We intend to emphasize leases that provide for rent payments in advance to reduce our exposure to tenant credit risk.

U.S. real farmland prices have been steadily rising since the late 1980s, with more rapid increases occurring over the past several years, as shown in the following chart. From 2007 through 2013, in particular, the average price per acre of U.S. cropland increased by over 58%.

We believe that while rent increases tend to lag increases in land values, the two are strongly correlated over time, as we believe both are driven by a long-term view of the fundamental supply and demand characteristics of the market for agricultural products.

Importantly, during the period when farmland prices have been rising most rapidly on an absolute basis, farmland rents have remained below historical averages as a proportion of crop value, which we believe suggests both price stability in the near term as well as room for continued rent growth. The chart below shows data from corn and soybean production in Iowa from 2003 through 2012. While our initial portfolio will not contain any Iowa farms, we believe that Iowa farms represent a reasonable proxy for both the farmland in our initial portfolio and for U.S. annual row crop farmland in general.

We believe the recent increases in farmland values have been driven primarily by existing farmers rather than by investors new to the asset class. For example, in 2013, as the chart below indicates, 78% of Iowa farmland transactions, which we believe to be a reasonable proxy for the overall 2013 market

for high-quality U.S. farmland, were sold to existing farmers, who we believe have both a greater knowledge of, and a more fundamental commitment to, the asset class than other types of investors.

Additionally, as the chart below indicates, farmers have comprised an increasing proportion of overall buyers of Iowa farmland in recent years, while non-farmer investors have comprised a decreasing proportion of overall buyers of Iowa farmland in recent years, a trend which we believe suggests that sales and value growth have not been driven primarily by new entrants to the market.

Moreover, as farmland values have increased in recent years, the proportion of farmers relative to investors has increased significantly rather than decreased. In Illinois, where the majority of our initial portfolio is located, 76% of the buyers of Illinois farmland in 2012 were either local farmers or local investors, and 72% of sellers were identified as being either estate sales or retired farmers, which we

believe indicate that sales are being driven by exogenous life and business events more than by the current pricing environment.

Substantially all of the Illinois properties in our initial portfolio are located in Regions 3 and 4 of Illinois, as defined by the Illinois Society of Professional Farm Managers and Rural Appraisers, or the ISPFMRA, and all of the Nebraska properties in our initial portfolio are located in East Nebraska, as defined by the University of Nebraska-Lincoln Extension.

ISPFMRA classifies farmland as excellent, good, average or fair, primarily based on the land's soil productivity index, which is a measure of soil productivity used in evaluating Illinois farmland, based on data from the USDA and the University of Illinois. Based on ISPFMRA guidelines relating to soil productivity index alone, approximately 1,993, 1,625 and 800 acres of our farmland in Region 3 of Illinois fall within ISPFMRA's "excellent," "good" and "average" classifications, respectively, and approximately 422 and 899 acres of our farmland in Region 4 of Illinois fall within the "excellent" and "good" classifications, respectively. Although we believe soil productivity is an important metric for assessing farmland value, it is not the sole metric used by farmland appraisers. In guidance to farmland appraisers, the American Society of Farm Managers and Rural Appraisers and the Appraisal Institute emphasize that land values may not be directly proportionate to the productivity of the soil, and experts regularly make adjustments to account for other factors relevant to agricultural land value. Taking into account irrigation and drainage improvements and historical crop yield, among other factors, we believe that 556 acres of our farmland in Region 3 that are classified as "good" based solely on the ISPFMRA

guidelines are comparable to farmland classified as "excellent" by the ISPFMRA, and that 628 acres of our farmland in Region 3 that are classified as "average" based solely on the ISPFMRA guidelines are comparable to farmland classified as "good" by the ISPFMRA. Additionally, we believe that 864 acres of our farmland in Region 4 that are classified as "good" based solely on the ISPFMRA guidelines are comparable to farmland classified as "excellent" by the ISPFMRA. Taking into account these factors, we believe that approximately 2,549, 1,697 and 172 acres of our farmland in Region 3 are comparable to farmland classified by ISPFMRA in the "excellent," "good" and "average" categories, respectively, and that approximately 1,286 and 35 acres of our farmland in Region 4 are comparable to farmland classified by ISPFMRA in the "excellent" and "good" categories, respectively. During 2013, the average per-acre prices and annual rents for farmland in Regions 3 or 4 of Illinois classified as "excellent" were $13,600 and $375, and $12,300 and $400, respectively, according to ISPFMRA, while the corresponding amounts for farmland in those regions classified as "good" were $9,500 and $325, and $9,500 and $330, respectively. In Region 3, for land classified as "average," the average per-acre value was $6,900, and the average per-acre rent was $250. According to the Federal Reserve Bank of Chicago, the value of good quality farmland in Illinois increased by approximately 4.0% between mid-2013 and the end of 2013.

The University of Nebraska-Lincoln Extension classifies farmland as high grade, average grade or low grade, and by irrigation type. We believe that all of the Nebraska farms in our initial portfolio are comparable to farms classified as high-grade, center pivot-irrigated farmland by the University of Nebraska-Lincoln Extension. During 2012, the most recent period for which data is available, the average per-acre price and annual rent for high-grade, center pivot-irrigated farmland in East Nebraska were $11,500 and $355, respectively, according to the University of Nebraska-Lincoln Extension. According to the Federal Reserve Bank of Kansas City, overall farmland values in the 10th Federal Reserve District, which includes Nebraska and Colorado, increased approximately 33.4% between mid-2012 and the end of 2013.

Average U.S. cropland prices mask the wide range of valuations for different types of cropland in various locations around the country, which fluctuate based on a number of factors. Factors that affect agricultural productivity, such as soil quality and water availability, enhance farming returns and thus drive higher values (although in some areas of the country non-agricultural factors may outweigh agricultural considerations). Recent research from the USDA ERS found that in more rural areas, cropland values were significantly positively correlated with better soil quality.

Potential non-agricultural uses of land can have a large impact on value increases for cropland near areas that are urbanized or experience rapid population growth. USDA ERS analysis found that farm real estate values increase within ten miles of population centers as small as 5,000 people. While urban uses of land remain a minor component of total U.S. land usage, but urbanization has contributed to a

steady reduction in supply of U.S. cropland, as shown in the chart below. For example, from 1987 to 2007, U.S. cropland area declined from 464 million acres to 408 million acres, according to the USDA.

For more detail on the property-specific factors we consider when making investments, see "Underwriting Criteria and Due Diligence Process—Selecting the Property" in this prospectus.

We believe the increase in U.S. cropland prices over the last several years has been driven by improving farm economics, which have supported rising rents. As shown in the following charts, from 2007 through 2013, the average U.S. cropland rent-to-land-value, as measured by the USDA, remained relatively consistent, even as the price per acre increased over the same time period (as shown above).

Farm operators have received higher revenue, and have consequently been able to support rising rents, as a result of rising crop prices and increases in productivity. As shown below, revenue growth has outpaced rent growth in recent years, providing farm operators with higher levels of profits.

Farmer revenue is a product of crop yields and prices. Since 1975, both yields and prices in the U.S. have increased significantly.

Despite historically low interest rates, the amount of debt placed on farm real estate, which includes land and buildings, has been trending downward since the mid-1980s. Farm real estate values declined significantly in the 1980s in part due to high use of leverage, significant increases in interest rates and lower crop prices. As shown in the chart below, farmland owners have significantly less

leverage today than in the 1980s. In 2012, the USDA NASS calculated the real estate debt-to-asset value ratio of U.S. farms as 7.5%.

According to the USDA NASS, the aggregate value of U.S. farm real estate (including land and buildings) was $2.3 trillion in 2012. The 2007 Census of Agriculture found that farm operators rented approximately 38% of the total acreage in farms, with significantly higher rental percentages in areas of the Midwest with high primary row crop production, as shown on the map below.

Consolidation of farm operations has been a growing trend. While mean farm size remained roughly consistent from 1982 to 2007 due to the large number of very small farms, the USDA ERS found that ownership of cropland has been consolidated into larger farming operations. Based on data from the 2007 Census of Agriculture, more than half of U.S. cropland was associated with farm operations of 1,105 acres or larger, compared to 589 acres in 1982. More recently, consolidation of U.S. farmland has increased the average U.S. farm size from approximately 418 acres in 2007 to 434 acres in 2012, representing a 3.8% increase over the period, according to the 2012 Census of Agriculture. Conversely, total U.S. farmland has decreased from approximately 922 million acres in 2007 to approximately 914 million acres in 2012 with the total number of U.S. farms decreasing over the same period with approximately 2.2 million farms in 2007 and approximately 2.1 million farms in 2012, which represents a 4.3% decrease for the period, according to the 2012 Census for Agriculture. Technological improvements in farming equipment and crop genetic engineering have allowed farm operators to plant and harvest larger areas faster and with less labor, increasing the cost efficiency and margins of larger farm operations. This trend, along with rising cropland prices, has significantly increased the cost of expanding the scale of farm operations. Across Illinois, Indiana, Iowa, Missouri and Ohio, average cropland prices per acre are approximately $7,000 according to the USDA, or nearly $8 million in land value for a "midpoint" 1,105 acre operation. We believe the economic incentives for farm operators to expand operations and the rising cost of acquiring cropland will continue to increase demand for leased cropland.

The vast majority of U.S. crop farms are family operations. In 2011, family farms, defined as farms owned more than 50% by the principal operator and the principal operator's relatives, accounted for 96% of all U.S. crop farms, according to the USDA Agricultural Resource Management Survey. The ownership of U.S. farmland is highly concentrated in owner-operators (including farmers who operate some land and rent out additional land to other farmers), who own 71% U.S. of farmland, according to the 2007 Census of Agriculture.

Estimates vary on the turnover rate of U.S. cropland, but data has shown that a small percentage of total acreage transacts each year. Recent analysis of property transaction records by the University of Nebraska and University of Illinois found that approximately 1% to 2% of farmland in those states was sold annually in recent years. Based on the USDA NASS's average value of U.S. farmland real estate, a turnover rate of 1% nationally would result in an annual aggregate transaction value of over $23 billion. According to the USDA ERS, land turnover is higher among older owners, which would suggest an increase in turnover rates as the average age of farm operators increases. As shown below,

the average age of principal farm operators has been consistently increasing for 30 years, with those 65 years and older now accounting for 30% of all operators.

1 kilogram = 2.204623 pounds
1 U.S. short ton ("ton") = 2,000 pounds
1 metric ton = 1,000 kilograms = 1.102311 tons

1 bushel of soybeans = 60 pounds = 0.0272155 metric tons
1 bushel of corn = 56 pounds = 0.0254 metric tons
1 metric ton = 36.7437 bushels of soybeans = 39.368 bushels of corn

Source: Weights, Measures, and Conversion Factors for Agricultural Commodities and Their Products, USDA ERS

Upon completion of this offering, our Board of Directors will consist of six members, including a majority of directors who are independent within the meaning of the listing standards of the NYSE MKT and the New York Stock Exchange. Each of our directors will be elected by our stockholders at our annual meeting of stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies. See "Certain Provisions of Maryland Law and of Our Charter and Bylaws—Our Board of Directors." The first annual meeting of our stockholders after this offering will be held in 2015. Our officers serve at the pleasure of our Board of Directors.

The following table sets forth certain information concerning our directors and executive officers upon completion of this offering:

The following are biographical summaries of the experience of our directors and executive officers.

Name		Biographical Summary

Paul A. Pittman		Paul A. Pittman serves as our Executive Chairman, President and Chief Executive Officer. Since 2008, Mr. Pittman has served as the president of American Agriculture and Pittman Hough Farms. Mr. Pittman served as the chief administrative officer and executive vice president of Jazz Technologies, Inc., a semiconductor foundry, from March 2007 to September 2008 and its Chief Financial Officer from February 2007 to September 2008. Mr. Pittman also served as the principal accounting officer of Jazz Technologies, Inc. From December 2004 to March 2006, he served as Partner and Head of Mergers & Acquisitions at ThinkEquity Partners LLC. From April 2000 to January 2003, he served as the President, Chief Executive Officer and Chief Operating Officer of HomeSphere, Inc., an enterprise software company, and TheJobsite.com, which merged into HomeSphere. Before TheJobsite.com, he worked in senior investment banking roles for ten years at Merrill Lynch & Co., and prior to that with Wasserstein Perella Co. From March 1997 to February 2000, he served as Head of Emerging Markets M&A at Merrill Lynch in London, where he was responsible for origination and execution of all M&A business in the region (Eastern Europe, the Middle East, the Former Soviet Union and Africa). Prior to Merrill Lynch & Co., he served as Director of M&A at Wasserstein Perella & Co. in New York and London. Mr. Pittman began his career at Sullivan & Cromwell as an Associate in Mergers and Acquisitions. He has been involved with the residential construction industry for more than 20 years as both a developer and builder and has also served as the general contractor and developer of several condominium and custom home projects. He served as a Director of HomeSphere, Inc., and TheJobsite.com from April 2000 to January 2003. Mr. Pittman graduated from the University of Illinois with a B.S. degree in Agriculture, received a Masters in Public Policy from Harvard University, and a J.D. with Honors from the University of Chicago Law School.

Name		Biographical Summary

		Mr. Pittman was selected to serve as Executive Chairman of our Board of Directors because of his past public company experience, his background in finance, his experience in real estate, including acquiring and managing farmland, and his role as President and Chief Executive Officer of our company.
Luca Fabbri		Luca Fabbri serves as our Chief Financial Officer, Secretary and Treasurer. Since November 2011, Mr. Fabbri has served as the senior vice president and chief operating officer of American Agriculture. Mr. Fabbri was a founder of Co3 Systems Inc., an enterprise software company in Cambridge, MA, and served as its vice president of engineering from January 2010 to October 2011. From January 2003 to September 2012, Mr. Fabbri was a consultant with Elk Creek Ventures Inc., providing consulting services in technology, finance and corporate development. From April 2000 to December 2002, Mr. Fabbri served as head of corporate development for Jazz Technologies, Inc. Mr. Fabbri also founded HomeSphere, a software company, and served as its senior vice president and chief financial officer from April 2000 to December 2002. From August 1997 to January 2000, Mr. Fabbri was an associate in mergers and acquisitions in the London office of Merrill Lynch & Co. Mr. Fabbri began his career in Italy as a technology and operations consultant. Mr. Fabbri has a B.S. with Honors in Economics from the University of Naples (Italy) and an M.B.A. in Finance from the Massachusetts Institute of Technology.
Dean Jernigan		Mr. Jernigan will serve on our Board of Directors effective upon closing of this offering, and he will serve as the lead independent director. From April 2006 to December 2013, he served as Chief Executive Officer and a member of the board of trustees of CubeSmart (NYSE: CUBE), a publicly traded self-storage REIT, where he also served as president from April 2006 to November 2008. From 2004 to April 2006, Mr. Jernigan served as President of Jernigan Property Group, LLC, a Memphis-based company that formerly owned and operated self-storage facilities in the United States. From 2002 to 2004, Mr. Jernigan was a private investor. From 1984 to 2002, he was Chairman of the Board and Chief Executive Officer of Storage USA, Inc., which was a publicly traded self-storage REIT from 1994 to 2002. Mr. Jernigan served as a member of NAREIT's Board of Governors from 1995 to 2002, and as a member of its Executive Committee from 1998 to 2002. From 1999 until its acquisition in May 2012, Mr. Jernigan also served on the board of directors of Thomas & Betts, Inc., which was a publicly traded electrical components and equipment company.
		Mr. Jernigan was selected as a director because of his extensive leadership experience at publicly traded REITs and knowledge of the real estate industry.
Jay Bartels		Mr. Bartels will serve as a member of our Board of Directors upon closing of this offering. Since 2010, Mr. Bartels has served as the Chief Executive Officer and President and a member of the Board of Directors of Trendmojo, Inc., a technology development company, and as the President and a member of the Board of Directors of Bonsai Development Corp, a California-based software company. In addition, since 2005, he has served as a partner and a member of the Board of Directors of Germinator, Inc., a California-based seed fund that advises and invests in early-stage technology companies. Mr. Bartels also has served as a member of the Board of Directors of ProWebSurfer, Inc., which focuses on new media and online advertising, since 2006. From 2008 to 2012, Mr. Bartels was the Chief Operating Officer of CollabRx, a privately held company that focuses on healthcare data research. Mr. Bartels holds a B.S. in Mathematics and Statistics from the University of California at Berkeley.

Name		Biographical Summary

		Mr. Bartels was selected as a director because of his extensive experience as an investor, advisor and manager of a variety of businesses.
Chris A. Downey		Mr. Downey will serve as a member of our Board of Directors upon closing of this offering. Mr. Downey has over 30 years of experience in land development, financial management and management consulting. Since 1998, Mr. Downey has been a principal at Stirling Development, a real estate development company he co-founded. Mr. Downey previously worked for a private real estate company and directed several large-scale master planned community development projects from acquisition through zoning, entitlement, financing, infrastructure and build-out. Mr. Downey is a former CPA and previously was a management consultant with Arthur Young & Company, where he directed the firm's financial planning and controls practice in Orange County, California. Mr. Downey also worked in the medical device operations of Fiat S.p.A. in California and Italy in both line and staff positions. From 2001 to 2013, Mr. Downey served on the board of Memorial Health Services, a not-for-profit health system in Southern California, and served on its audit committee, finance committee and compensation committee. Mr. Downey holds a B.A. degree in Chemistry from the University of California at Irvine, and an M.B.A. from the Anderson School of Management at the University of California at Los Angeles.
		Mr. Downey was selected as a director because of his extensive experience in the real estate industry and his finance and accounting expertise.
Darell D. Sarff		Mr. Sarff will serve as a member of our Board of Directors upon closing of this offering. Mr. Sarff has been the owner and operator of a diversified grain and vegetable farm in Mason County, Illinois since 1970. Since 2009, Mr. Sarff has served as Chairman of the State Committee of the Farm Service Agency of the State of Illinois, for which he oversees the United States Department of Agriculture's Federal Farm Service Agency programs for the State of Illinois. In addition, since 1996, Mr. Sarff has been an owner and managing broker of Kennedy-Sarff Real Estate, LLC and Prairieland Gold Real Estate, in Havana, Illinois. From 1997 until 2013, Mr. Sarff also served as director of Pro-Fac Cooperative Inc., which was a publicly traded agricultural cooperative located in Rochester, New York, that supplied fruits, vegetables and popcorn to food processors. Mr. Sarff also served on the board of directors of the Illinois Farm Bureau from 1986 to 1996. Mr. Sarff holds an associate's degree in agriculture from Illinois Central College.
		Mr. Sarff was selected as a director because of his extensive experience in agricultural real estate.

Name		Biographical Summary

Robert S. Solomon		Mr. Solomon will serve as a member of our Board of Directors upon closing of this offering. Since April 2013, Mr. Solomon has been a venture partner at Accel Partners, where he focuses on early stage and growth opportunities with a focus on e-commerce, digital media, mobile and online advertising businesses. Previously, Mr. Solomon served as Chief Operating Officer and President of Groupon, Inc. (NASDAQ: GRPN), a consumer discount website, from March 2010 through March 2011. Prior to joining Groupon, Mr. Solomon was a venture partner with Technology Crossover Ventures, a venture capital firm. From January 2006 to February 2008, Mr. Solomon served as President and Chief Executive Officer of SideStep, Inc., an online travel search engine acquired by Kayak Software Corporation (NASDAQ: KYAK) in December 2007. Prior to his time at SideStep, Mr. Solomon held various positions at Yahoo! Inc. (NASDAQ: YHOO), including Senior Vice President of Commerce and Vice President and General Manager of Shopping Group from February 2000 to January 2006. Mr. Solomon has served on the board of directors of HomeAway, Inc. (NASDAQ: AWAY) since January 2009 and also serves on its audit committee and nominating and corporate governance committee. Mr. Solomon also serves on the advisory boards and boards of directors of several private companies. Mr. Solomon holds a B.A. in history from the University of California at Berkeley.
		Mr. Solomon was selected as a director because of his extensive experience in managing and growing a variety of businesses, both as an executive officer and director.

Effective upon completion of this offering, we will enter into the Consulting Agreement with Jesse J. Hough, pursuant to which Mr. Hough will provide certain consulting services to us as an independent contractor. Mr. Hough is an employee of American Agriculture and operates the farming businesses of our related tenants, which will lease 84.0% of the total acres in our initial portfolio. See "Our Business and Properties—Our Real Estate Experience."

Pursuant to the terms of the Consulting Agreement, Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the agreement. Pursuant to the Consulting Agreement, Mr. Hough will be subject to certain nonsolicitation and nondisclosure covenants, and he may not provide consulting or similar services to any person or entity engaged in the ownership, acquisition or management of agricultural real estate who has assets valued at greater than $25,000,000.

The Consulting Agreement will provide for an annual fee of $75,000 payable to Mr. Hough in cash in equal quarterly installments. The initial term of the Consulting Agreement expires on the second anniversary of the closing of this offering and will be automatically renewed for additional one-year terms each anniversary date thereafter unless previously terminated by us or Mr. Hough.

In connection with the formation transactions, through their interests in Pittman Hough Farms, Mr. Hough and certain of Mr. Hough's family members will indirectly receive 486,250 OP units having an aggregate value of approximately $6.8 million as consideration in the FP Land Merger. In addition, Mr. Hough will receive $661,000 in restricted shares of our common stock equal to an aggregate of 47,214 shares.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

Our directors will stay informed about our business by attending meetings of our Board of Directors and its committees and through supplemental reports and communications. Our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its three standing committees, the audit committee, the nominating and corporate governance committee and the compensation committee, each of which addresses risks specific to their respective areas of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and code of business conduct and ethics, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Upon completion of this offering, our Board of Directors will establish three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The principal functions of each committee are described below. Notwithstanding that we are subject to the listing standards of the NYSE MKT, we intend to comply with the more rigorous corporate governance requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of these committees will be comprised exclusively of independent directors. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of our company.

Upon completion of this offering, our audit committee will be comprised of Messrs. Bartels, Downey and Jernigan. We expect that Mr. Downey, the chairman of our audit committee, will qualify as an "audit committee financial expert" as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. We expect that our Board of Directors will determine that each of the audit committee members is "financially literate" as that term is defined by the NYSE corporate governance listing standards. Prior to the completion of this offering, we expect to adopt an audit committee charter, which will detail the principal functions of the audit committee, including oversight related to:

The audit committee will also be responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committee also will prepare the audit committee report required by SEC regulations to be included in our annual proxy statement.

Upon completion of this offering, our compensation committee will be comprised of Messrs. Downey, Jernigan and Solomon, with Mr. Solomon serving as chairman. Prior to the completion of this offering, we expect to adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

Upon completion of this offering, our nominating and corporate governance committee will be comprised of Messrs. Bartels, Sarff and Solomon, with Mr. Bartels serving as chairman. Prior to the completion of this offering, we expect to adopt a nominating and corporate governance committee charter, which will detail the principal functions of the nominating and corporate governance committee, including:

In identifying and recommending nominees for directors, the nominating and corporate governance committee may consider diversity of relevant experience, expertise and background.

Upon completion of this offering, our Board of Directors will establish a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics will be designed to deter wrongdoing and to promote:

Any waiver of the code of business conduct and ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

Upon completion of this offering and our formation transactions, we do not anticipate that any of our executive officers will serve as a member of a board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board of Directors or compensation committee.

Prior to the completion of the formation transactions, because we did not conduct business in the corporate format we will utilize following the completion of the formation transactions, we did not pay any compensation to any of our named executive officers, and, accordingly, no compensation policies or objectives governed our named executive officer compensation. The table below sets forth the compensation expected to be paid in fiscal year 2014 to our named executive officers in order to provide some understanding of our expected compensation levels. While the table below accurately reflects our current expectations with respect to 2014 named executive officer compensation, actual 2014 compensation for these officers may be increased or decreased, including through the use of compensation components not currently contemplated or described herein.

Upon completion of this offering, we expect to grant an aggregate of 150,999 restricted shares of our common stock to our executive officers pursuant to our Equity Incentive Plan, which will vest in equal annual installments over three years beginning on the first anniversary following the date of the grant. See "—Equity Incentive Plan." For the number of restricted shares of our common stock be granted to our executive officers, see "Principal Stockholders."

As compensation for serving on our Board of Directors, each of our independent directors will receive an annual fee of $30,000, an additional $2,000 for each Board of Directors meeting attended in person and $500 for each Board of Directors meeting attended by telephone. Each of our independent directors will also receive $500 for each committee meeting attended in person and $250 for each committee meeting attended by telephone. The chairman of each of the audit, compensation and nominating and corporate governance committees will receive an additional annual fee of $8,000, $5,000 and $3,500, respectively, and the lead independent director will receive an additional annual fee of $8,000. Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, will receive no additional compensation as a director. In addition, we will reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. We have not made any payments to any of our directors or director nominees to date.

Concurrently with the completion of this offering, we expect to grant an aggregate of $225,000 in restricted shares of our common stock to our independent directors pursuant to our Equity Incentive Plan. See "—Equity Incentive Plan." All restricted shares granted to independent directors will vest ratably on each of the first three anniversaries of the date of grant, subject to such director's continued service on our Board of Directors. For the number of restricted shares of our common stock to be granted to our independent directors, see "Principal Stockholders."

Our Board of Directors may change the compensation of our independent directors in its discretion.

Prior to or concurrently with the completion of this offering, our Board of Directors is expected to adopt, and our stockholder is expected to approve, our Equity Incentive Plan for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers and employees of our affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. Our Equity Incentive Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units. We have reserved a total of 228,000 shares of common stock for issuance pursuant to our Equity Incentive Plan (including an aggregate of 214,283 shares of restricted common stock to be granted to our executive officers and non-employee directors and Mr. Hough concurrently with the completion of this offering and 13,717 shares reserved for potential future issuance), subject to certain adjustments set forth in the plan. The actual aggregate number of shares of common stock reserved under the Equity Incentive Plan will be equal to 6% of the total number of shares sold in this offering, inclusive of shares, if any, sold to the underwriters upon exercise of their over-allotment option. This summary is qualified in its entirety by the detailed provisions of our Equity Incentive Plan, which is filed as an exhibit to the registration statement of which this prospectus is a part.

Our Equity Incentive Plan provides that no participant in the plan will be permitted to acquire, or will have any right to acquire, shares thereunder if such acquisition would be prohibited by the ownership limits contained in our charter or bylaws or would impair our status as a REIT.

Administration of Our Equity Incentive Plan. Our Equity Incentive Plan will be administered by our compensation committee. Each member of our compensation committee that administers our Equity Incentive Plan will be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, an "outside director" for purposes of Section 162(m) of the Code and "independent" within the meaning of the NYSE MKT listing rules and the rules and regulations of the SEC. Our compensation committee will determine eligibility for and designate participants of our Equity Incentive Plan, determine the type and amount of awards to be granted, determine the timing, terms, and conditions of any award (including the exercise price), and make other determinations and interpretations as provided in our Equity Incentive Plan. All decisions and interpretations made by our compensation committee with respect to our Equity Incentive Plan will be binding on us and participants. During any period of time in which we do not have a compensation committee, our Equity Incentive Plan will be administered by our Board of Directors or another committee appointed by our Board of Directors. References below to our compensation committee include a reference to our Board of Directors or another committee appointed by our Board of Directors for those periods in which our Board of Directors or such other committee is acting.

Eligible Participants. All of our employees and the employees of our subsidiaries and affiliates, including our operating partnership, are eligible to receive awards under our Equity Incentive Plan. In addition, our non-employee directors and consultants and advisors who perform services for us and our

subsidiaries and affiliates may receive awards under our Equity Incentive Plan. Incentive stock options, however, are only available to our employees.

Share Authorization. The maximum number of shares of our common stock that may be issued pursuant to awards under the Equity Incentive Plan is 228,000, which includes the 214,283 restricted shares of our common stock to be granted to our executive officers and non-employee directors and Mr. Hough concurrently with the completion of this offering and 13,717 shares reserved for potential future issuance. The actual aggregate number of shares of common stock reserved under the Equity Incentive Plan will be equal to 6% of the total number of shares sold in this offering, inclusive of the shares, if any, sold to the underwriters upon exercise of their over-allotment option. In connection with stock splits, distributions, recapitalizations and certain other events, our Board of Directors or compensation committee will make proportionate adjustments that it deems appropriate in the aggregate number of shares of common stock that may be issued under our Equity Incentive Plan and the terms of outstanding awards. If any awards terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised or paid or if any awards are forfeited or expire or otherwise terminate without the delivery of any shares of common stock, the shares of common stock subject to such awards will again be available for purposes of our Equity Incentive Plan.

No awards under our Equity Incentive Plan were outstanding prior to completion of this offering. The initial awards described above will become effective upon completion of this offering.

Share Usage. Shares of common stock that are subject to awards will be counted against our Equity Incentive Plan share limit as one share for every one share subject to the award. The number of shares subject to any stock appreciation rights awarded under our Equity Incentive Plan will be counted against the aggregate number of shares available for issuance under our Equity Incentive Plan regardless of the number of shares actually issued to settle the stock appreciation right upon exercise.

Prohibition on Repricing without Stockholder Approval. Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or stock appreciation right, including by replacement with or substitution of another award type, that would be treated as a repricing under applicable stock exchange rules or would replace stock options or stock appreciation rights with cash, in each case without the approval of the stockholders (although appropriate adjustments may be made to outstanding stock options and stock appreciation rights to achieve compliance with applicable law, including the Code).

Stock Options. Our Equity Incentive Plan authorizes our compensation committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as incentive stock options. The exercise price of each option will be determined by our compensation committee, provided that the price cannot be less than 100% of the fair market value of shares of our common stock on the date on which the option is granted. If we were to grant incentive stock options to any 10% stockholder, the exercise price may not be less than 110% of the fair market value of our shares of common stock on the date of grant.

The term of an option cannot exceed ten years from the date of grant. If we were to grant incentive stock options to any 10% stockholder, the term cannot exceed five years from the date of grant. Our compensation committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The vesting and exercisability of options may be accelerated by our compensation committee. The exercise price of an option may not be amended or modified after the grant of the option, and an option may not be surrendered in consideration of or exchanged for or substituted for a grant of a new option having an exercise price below that of the option which was surrendered or exchanged or substituted for without stockholder approval.

The exercise price for any option or the purchase price for restricted stock, if any, is generally payable (i) in cash or cash equivalents, (ii) to the extent the award agreement provides, by the surrender of shares of common stock (or attestation of ownership of such shares) with an aggregate fair market value, on the date on which the option is exercised, of the exercise price, (iii) with respect to an option only, to the extent the award agreement provides, by payment through a broker in accordance with procedures set forth by us or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable laws, including net exercise and service to us.

Share Awards. Our Equity Incentive Plan also provides for the grant of share awards, including restricted stock and restricted stock units. A share award is an award of shares of common stock or stock units that may be subject to restrictions on transferability and other restrictions as our compensation committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as our compensation committee may determine. Restricted stock units are contractual promises to deliver shares of common stock in the future and may be settled in cash, shares, other securities or property (as determined by our compensation committee) upon the lapse of restrictions applicable to the award and otherwise in accordance with the award agreement. A participant who receives restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares, except that our compensation committee may require any dividends to be reinvested in shares. A participant who receives restricted stock units will have no rights of a stockholder with respect to the restricted stock units but may be granted the right to receive dividend equivalent rights. During the period, if any, when share awards are non-transferable or forfeitable, a participant is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating or otherwise encumbering or disposing of his or her award shares

Stock Appreciation Rights. Our Equity Incentive Plan authorizes our compensation committee to grant stock appreciation rights that provide the recipient with the right to receive, upon exercise of the stock appreciation right, cash, common stock or a combination of the two. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of shares of our common stock on the date of exercise over the shares' fair market value on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by our compensation committee. Stock appreciation rights may be granted in tandem with an option grant or independently from an option grant. The term of a stock appreciation right cannot exceed ten years from the date of grant.

Performance Awards. Our Equity Incentive Plan also authorizes our compensation committee to grant performance awards. Performance awards represent the participant's right to receive a compensation amount, based on the value of our common stock, if performance goals established by our compensation committee are met. Our compensation committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance award. Performance goals may relate to our financial performance or the financial performance of our OP units, the participant's performance or such other criteria determined by our compensation committee. If the performance goals are met, performance awards will be paid in cash, shares of common stock or a combination thereof

Under our Equity Incentive Plan, one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries (except with respect to the total stockholder return and earnings per share criteria), will be used by our compensation committee in establishing performance goals: FFO; adjusted FFO; earnings before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation; operating (or gross) income or profit;

pretax income before allocation of corporate overhead and/or bonus; operating efficiencies; operating income as a percentage of net revenue; return on equity, assets, capital, capital employed or investment; after tax operating income; net income; earnings or book value per share; financial ratios; cash flow(s); total rental income or revenues; capital expenditures as a percentage of rental income; total operating expenses, or some component or combination of components of total operating expenses, as a percentage of rental income; stock price or total stockholder return, including any comparisons with stock market indices; appreciation in or maintenance of the price of the common stock or any of our publicly-traded securities; dividends; debt or cost reduction; comparisons with performance metrics of peer companies; comparisons of our stock price performance to the stock price performance of peer companies; strategic business objectives, consisting of one or more objectives based on meeting specified cost, acquisition or leasing targets, meeting or reducing budgeted expenditures, attaining division, group or corporate financial goals, meeting business expansion goals and meeting goals relating to leasing, acquisitions, joint ventures or collaborations or dispositions; economic value-added models; or any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, our past performance or the past performance of any of our subsidiaries, operating units, business segments or divisions and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders' equity and/or shares outstanding, or to assets or net assets. Our compensation committee may appropriately adjust any evaluation of performance under the foregoing criteria to exclude any of the following events that occurs during a performance period: asset impairments or write-downs; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action; or any other event either not directly related to our operations or not within the reasonable control of our management.

Bonuses. Cash performance bonuses payable under our Equity Incentive Plan may be based on the attainment of performance goals that are established by our compensation committee and relate to one or more performance criteria described in the plan. Cash performance bonuses must be based upon objectively determinable bonus formulas established in accordance with the plan.

Dividend Equivalents. Our compensation committee may grant dividend equivalents in connection with the grant of any equity-based award. Dividend equivalents may be paid in cash or may be deemed reinvested in additional shares of stock and may be payable in cash, common stock or a combination of the two. To the extent the dividend equivalents are provided with respect to another award that vests or is earned based upon achievement of performance goals, any dividend equivalents will not be paid currently, but instead will be paid only to the extent the award vests. Our compensation committee will determine the terms of any dividend equivalents.

Other Equity-Based Awards. Our compensation committee may grant other types of equity-based awards under our Equity Incentive Plan, including LTIP units. Other equity-based awards are payable in cash, common stock or other equity, or a combination thereof, and may be restricted or unrestricted, as determined by our compensation committee. The terms and conditions that apply to other equity-based awards are determined by our compensation committee.

LTIP units are a special class of OP units. Each LTIP unit awarded under our Equity Incentive Plan will be equivalent to an award of one share under our Equity Incentive Plan, reducing the number of shares available for other equity awards on a one-for-one basis. We will not receive a tax deduction with respect to the grant, vesting or conversion of any LTIP unit. The vesting period for any LTIP

units, if any, will be determined at the time of issuance. Each LTIP unit, whether vested or not, will receive the same quarterly per unit profit distribution as the other outstanding OP units, which profit distribution will generally equal the per share distribution on a share of common stock. This treatment with respect to quarterly distributions is similar to the expected treatment of our restricted stock awards, which will receive full distributions whether vested or not. Initially, each LTIP unit will have a capital account of zero and, therefore, the holder of the LTIP unit would receive nothing if our operating partnership were liquidated immediately after the LTIP unit is awarded. However, the partnership agreement requires that "book gain" or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable regulations promulgated by the U.S. Treasury Department, or Treasury Regulations, be allocated first to LTIP units until the capital account per LTIP unit is equal to the capital account per unit of our operating partnership. The applicable Treasury Regulations provide that assets of our operating partnership may be revalued upon specified events, including upon additional capital contributions by us or other partners of our operating partnership or a later issuance of additional LTIP units. Upon equalization of the capital account of the LTIP unit with the per unit capital account of the OP units and full vesting of the LTIP unit, the LTIP unit will be convertible into an OP unit at any time. There is a risk that a LTIP unit will never become convertible because of insufficient gain realization to equalize capital accounts and, therefore, the value that a grantee will realize for a given number of vested LTIP units may be less than the value of an equal number of shares of common stock. See "Our Operating Partnership and the Partnership Agreement," for a further description of the rights of limited partners in our operating partnership.

Recoupment. If we adopt a "clawback" or recoupment policy, any awards granted pursuant to our Equity Incentive Plan will be subject to repayment to us to the extent provided under the terms of such policy. We reserve the right in any award agreement to cause a forfeiture of the gain realized by a recipient if such recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for "cause" as defined in our Equity Incentive Plan, applicable award agreement or any other agreement between us or an affiliate and the recipient.

Change in Control. If we experience a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity: (1) except for performance awards, all restricted stock, LTIP units and restricted stock units will vest and the underlying shares of common stock and all dividend equivalent rights will be delivered immediately before the change in control; or (2) at our Board of Director's or compensation committee's discretion, either all options and stock appreciation rights will become exercisable 15 days before the change in control and terminate upon completion of the change in control, or all options, stock appreciation rights, restricted stock and restricted stock units will be cashed out before the change in control. In the case of performance awards denominated in shares or LTIP units, if more than half of the performance period has lapsed, the awards will be converted into restricted stock or restricted stock units based on actual performance to date. If less than half of the performance period has lapsed, or if actual performance is not determinable, the awards will be converted into restricted stock assuming target performance has been achieved.

Adjustments for Stock Dividends and Similar Events. Our compensation committee will make appropriate adjustments in outstanding awards and the number of shares available for issuance under our Equity Incentive Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

Transferability of Awards. Except as otherwise permitted in an award agreement or by our compensation committee, awards under the Equity Incentive Plan are not transferable other than by a participant's will or the laws of descent and distribution.

Term and Amendment. Our Board of Directors may amend or terminate our Equity Incentive Plan at any time; provided that no amendment may adversely impair the benefits of participants with respect to outstanding awards without the participants' consent or violate our equity incentive plan's prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the plan. Unless terminated sooner by our Board of Directors or extended with stockholder approval, our Equity Incentive Plan will terminate on the tenth anniversary of the adoption of the plan

Parachute Limitation. Unless a recipient is party to another agreement that addressed Sections 280G and 4999 of the Code, to the extent any payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a "best pay cap" reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the payment and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the payments and benefits without reduction but with the executive paying the excise tax liability.

Section 162(m). Section 162(m) of the Code generally disallows a public company's tax deduction for compensation paid in excess of $1.0 million in any tax year to its chief executive officer and certain other most highly compensated executives. However, compensation that qualifies as "performance-based compensation" is excluded from this $1.0 million deduction limit and therefore remains fully deductible by the company that pays it. We generally intend that, except as otherwise determined by our compensation committee, performance awards and stock options granted with an exercise price at least equal to 100% of the fair market value of the underlying shares of common stock at the date of grant to employees our compensation committee expects to be named executive officers at the time a deduction arises in connection with such awards, will qualify as "performance-based compensation" so that these awards will not be subject to the Section 162(m) deduction limitations. Our compensation committee will not necessarily limit executive compensation to amounts deductible under Section 162(m) of the Code, however, if such limitation is not in the best interests of us and our stockholders.

Section 409A. We intend to administer our Equity Incentive Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code; however, we do not warrant that any award under our Equity Incentive Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. We will not be liable to any participant for any tax, interest, or penalties that such participant might owe as a result of the grant, holding, vesting, exercise, or payment of any award under our Equity Incentive Plan.

Upon completion of this offering, we will enter into employment agreements with Messrs. Pittman and Fabbri. Set forth below is a description of the anticipated terms of each employment agreement.

The employment agreements will have initial three-year terms with automatic one-year renewals thereafter, unless the executive or we provides notice of non-renewal to the other party. The employment agreements will provide for an initial base salary of $400,000 to Mr. Pittman and an initial base salary of $200,000 to Mr. Fabbri, to be adjusted annually thereafter at the discretion of our Board of Directors or the compensation committee. Pursuant to the employment agreements, the executives will be eligible to receive an annual discretionary bonus in the event we or the executive, or both, respectively, achieve certain financial performance and personal performance targets to be established by our Board of Directors or the compensation committee pursuant to a cash compensation incentive plan or similar plan to be established by us in our sole discretion under our Equity Incentive Plan. The executive will also be eligible to participate in other compensatory and benefit plans available to all employees.

The employment agreement will provide that, if the executive's employment is terminated:

Additionally, if the executive's employment is terminated by us without "cause," by the executive for "good reason" or as a result of a non-renewal of the employment term by us, all of the executive's outstanding unvested equity-based awards (including but not limited to, restricted stock and restricted stock units) will vest and become immediately exercisable and unrestricted, without any action by our Board of Directors or any committee thereof (except vesting may be delayed to qualify as performance-based compensation for purposes of Section 162(m) of the Code).

The executive's right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of our company and compliance with customary restrictive covenant provisions, including, relating to confidentiality, noncompetition, nonsolicitation, cooperation and nondisparagement.

In addition, under the employment agreements, to the extent any payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a "best pay cap" reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the payments and benefits without such reduction.

For information concerning indemnification applicable to our directors and officers, see "Certain Provisions of Maryland Law and of Our Charter and Bylaws."

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock and shares of common stock issuable upon redemption of OP units immediately following the completion of this offering and consummation of the formation transactions for (1) each person who is expected to be the beneficial owner of 5% or more of our outstanding common stock immediately following the completion of this offering, (2) each of our directors, director nominees and named executive officers, and (3) all of our directors, director nominees and executive officers as a group. This table assumes that the formation transactions and this offering are completed, and gives effect to the expected issuance of common stock and OP units in connection with this offering and the formation transactions. Each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the footnotes to the table. The extent to which a person will hold shares of common stock as opposed to OP units is set forth in the footnotes below.

The SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or other rights (as set forth above) held by that person that are exercisable as of the completion of this offering or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated, the address of each named person is c/o Farmland Partners Inc., 8670 Wolff Court, Suite 240, Westminster, Colorado 80031. No shares or OP units beneficially owned by any executive officer, director or director nominee have been pledged as security for a loan.

Name of Beneficial Owner

Named Executive Officers and Directors
Paul A. Pittman	106,357	1,945,000	(3)	2.6	%	34.4	%
Luca Fabbri	44,642	—		1.1		*
Jay Bartels	3,214	—		*		*
Chris A. Downey	3,214	—		*		*
Dean Jernigan	3,214	—		*		*
Darell D. Sarff	3,214	—		*		*
Robert S. Solomon	3,214	—		*		*
All executive officers, directors and director nominees as a group (7 people)	167,069	1,945,000		4.2	%	35.4	%
Other 5% Holders
Pittman Hough Farms LLC(3)	—	1,945,000		—		32.6	%
Jesse J. Hough	47,214	262,575	(4)	1.2	%	5.2	%

The initial properties that will be owned by us through our operating partnership upon completion of this offering and consummation of the formation transactions are currently owned indirectly by FP Land, a Delaware limited liability company that is 100% owned by Pittman Hough Farms, an entity in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. We refer to the individuals that indirectly own 100% of the limited liability company interests in FP Land as the "prior investors." FP Land has entered into the FP Land Merger Agreement with our operating partnership, pursuant to which FP Land will merge with and into our operating partnership (with our operating partnership surviving) and Pittman Hough Farms will receive OP units as consideration for the merger. We refer to this merger as the FP Land Merger. The number of OP units issuable to Pittman Hough Farms in the formation transactions is based upon the terms of FP Land Merger Agreement, and was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. See "Structure and Formation of Our Company—Determination of Consideration Payable in the Formation Transactions."

Pittman Hough Farms has had a substantive, pre-existing relationship with us and has represented to us that it is an "accredited investor" as defined under Regulation D of the Securities Act. The issuance of OP units to Pittman Hough Farms in the formation transactions will be effected in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act.

The following table sets forth the consideration to be indirectly received by Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, in connection with the formation transactions, assuming a price per OP unit equal to the initial public offering price per share.

We have not obtained a fairness opinion in connection with the FP Land Merger. The amount of consideration to be paid by us to Pittman Hough Farms in the FP Land Merger was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. However, the consideration to be paid by us to Pittman Hough Farms was not based on arm's-length negotiations and was not approved by any independent directors. Through his interest in Pittman Hough Farms, Mr. Pittman, who had significant influence in structuring the formation transactions, will

indirectly receive an aggregate of 1,458,750 OP units as a result of the formation transactions. These OP units will have an initial value of approximately $20.4 million, based on the initial public offering price of $14.00 per share, and will represent 24.5% of the outstanding equity interests of our company (on a fully diluted basis) upon completion of this offering and the formation transactions. The consideration we will pay for the farmland and other assets in our initial portfolio may exceed their fair market value and we could realize less value from these assets than we would have if the assets had been acquired through arm's-length negotiations.

In connection with the formation transactions, Messrs. Pittman and Hough will enter into the Representation, Warranty and Indemnity Agreement, pursuant to which they will make certain representations and warranties to us regarding the properties being acquired in the FP Land Merger and agree to indemnify us and our operating partnership for certain breaches of such representations and warranties for one year after the completion of the formation transactions. See "Structure and Formation of Our Company—Formation Transactions." Other than Messrs. Pittman and Hough, no party will provide us with any indemnification, other than with respect to representations regarding their interests in FP Land.

Upon completion of this offering, we will enter into the Shared Services Agreement with American Agriculture, a Colorado corporation that is owned 75% by Mr. Pittman and 25% by Mr. Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space, administrative support, accounting support, information technology services (which will include hosting and maintaining a separate and secure website, email service and other software necessary to operate our business, in a totally independent and password protected system segregated from other American Agriculture sites) and human resources assistance. We believe this arrangement with American Agriculture will provide cost-effective support to us until such time as our portfolio and revenues reach a level that makes it cost-effective for us to internally build out our staff and other overhead.

The Shared Services Agreement will provide for an annual fee of $175,000 in cash, payable to American Agriculture in equal quarterly installments. The annual fee reflects the expected cost American Agriculture will incur in connection with providing us the services described above. After the initial one-year term of the Shared Services Agreement, the annual fee may be increased or decreased based on the actual cost American Agriculture incurred in connection with providing us the services described above during the initial term of the Shared Services Agreement, provided that such costs are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis.

The initial term of the Shared Services Agreement expires on the first anniversary of the closing of this offering and will be automatically renewed for additional one-year terms each anniversary date thereafter unless previously terminated by us or American Agriculture. We expect to terminate the Shared Services Agreement effective January 1 following the fiscal year during which the market capitalization of our common stock exceeds $500 million. However, any termination of the Shared Services Agreement by us will be at the discretion of our Board of Directors. Any amendment to the Shared Services Agreement, including any increase or decrease in the annual fee payable to American Agriculture, will require the approval of the majority of the independent members of our Board of Directors.

Upon completion of this offering, we will enter into the Consulting Agreement with Jesse J. Hough, pursuant to which he will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters

reasonably requested by us during the term of the Consulting Agreement in exchange for our payment of a consulting fee. See "Management—Consulting Agreement."

Prior to the completion of this offering, our Predecessor leased 36 of the 38 farms and the three grain storage facilities in our initial portfolio to either Astoria Farms or Hough Farms, our related tenants, pursuant to triple-net leases, all of which will be terminated in connection with this offering. Pursuant to these leases, our Predecessor, in which Mr. Pittman has a 75% indirect ownership interest, received an aggregate of $2,179,916, $1,794,600 and $1,289,157 during the years ended December 31, 2013, 2012 and 2011, respectively, from our related tenants.

Upon completion of this offering and the formation transactions, 36 of the 38 farms and the three grain storage facilities in our initial portfolio will be leased to our related tenants pursuant to newly executed triple-net leases with terms ranging from one to three years and 2014 contractual rent ranging from approximately $11,500 to $229,500, or $2,639,514 in the aggregate for 2014.

Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. As a result, these leases were not negotiated on an arm's-length basis, and the terms, including the annual rent and other amounts payable, may not be as favorable to us as if the leases had been negotiated with an unaffiliated third party. See "Risk Factors—Risks Related to Our Organizational Structure—The leases with our related tenants were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties." The renewal of any of the leases with our related tenants and any new leases with these entities or any other entity affiliated with our management team or Mr. Hough will require the approval of a majority of the independent members of our Board of Directors. See "Our Business and Properties—Description of Our Leases—Leases in Place Upon Completion of This Offering."

Messrs. Pittman and Hough will retain ownership interests in one farm in Illinois (consisting of 2,866 total acres) and one farm in Nebraska (consisting of 1,193 total acres) that will not be acquired by us in our formation transactions, due to their families' long-term ownership of those farms and the high proportion of non-tillable acreage of those farms, including pasture land, livestock facilities and land devoted to recreational activities. In addition, the excluded Illinois farm contains a substantial amount of timberland from which revenues are generated from logging and hunting. We refer to the excluded Illinois farm and the excluded Nebraska farm as the "homestead farms" in this prospectus. We generally do not believe the two homestead farms are consistent with our investment criteria and business and growth strategies. However, upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Messrs. Pittman and Hough and certain of their affiliates pursuant to which we will be granted a right of first offer with respect to any portion of the homestead farms that Messrs. Pittman and Hough and certain of their affiliates desire to transfer.

Mr. Pittman also owns a property in California that will not be acquired by us in the formation transactions. The California property was historically operated as a ranch but is being held for a

potential residential development and is not consistent with our investment criteria and business and growth strategies.

In addition, Messrs. Pittman and Hough are the sole owners of, and Mr. Hough is an employee of, American Agriculture, which provides services related to farming and livestock and is a party to the Shared Services Agreement. See "—Shared Services Agreement." Mr. Pittman also has (i) ownership interests in Astoria Farms and Hough Farms, which are engaged primarily in the production and sale of corn and soybeans and will lease 84.0% of the total acres in our initial portfolio, and (ii) a controlling interest in a livestock business. Mr. Hough has ownership interests in and manages the farming operations of Astoria Farms and Hough Farms and the livestock business controlled by Mr. Pittman.

Our Board of Directors has adopted the Homestead Exemption Policy to allow Mr. Pittman and entities controlled by him to acquire additional farmland in close proximity to the two homestead farms. Pursuant to the Homestead Exemption Policy, Mr. Pittman and entities controlled by him have a right of first opportunity to acquire farmland in a total of 15 townships that are located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two excluded farms are located. The specific townships are Astoria, Isabel, Kerton, Pleasant, Vermont and Woodland in Fulton County, Illinois; Browning, Hickory, Oakland and Rushville in Schuyler County, Illinois; and Alexis, Bone Creek, Olive, Savannah and Summit in Butler County, Nebraska. Under the Homestead Exemption Policy, Mr. Pittman and entities controlled by him may acquire no more than an aggregate of $5.0 million of farmland properties in these 15 townships annually without first offering the acquisition opportunity to us or otherwise receiving the consent or approval of the majority of the independent members of our Board of Directors. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. Although this policy could allow Mr. Pittman and the entities controlled by him to acquire farmland that is directly competitive with certain of the farms in our initial portfolio, Mr. Pittman has advised us that he does not intend to acquire for his own account farms that would directly compete with the farms we then own without first offering the acquisition opportunity to us. The independent members of our Board of Directors will review this policy annually.

Upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Mr. Pittman and Pittman Hough Farms, pursuant to which we will be granted a right of first offer with respect to any portion of the two homestead farms that Mr. Pittman and Pittman Hough Farms desire to transfer. See "—Excluded Assets and Businesses." Under the right of first offer agreements, if Mr. Pittman or Pittman Hough Farms intends to transfer any portion of the two homestead farms pursuant to a public auction, the right of first offer provisions will not apply as long as Mr. Pittman or Pittman Hough Farms, as applicable, provides us written notice of the time and place of such public auction at least 30 days in advance of such public auction. Decisions regarding the exercise of our rights under these agreements will require approval of a majority of the independent members of our Board of Directors. The right of first offer agreements will terminate automatically if Mr. Pittman ceases to be an executive officer and director of our company.

In connection with the completion of the formation transactions, Pittman Hough Farms, which is owned 75% by Mr. Pittman, will receive OP units. As a result, Pittman Hough Farms will become a limited partner of our operating partnership under the partnership agreement. See "Our Operating Partnership and the Partnership Agreement." Upon completion of this offering and the formation transactions, Mr. Pittman will beneficially own 24.5% of the outstanding OP units on a fully diluted basis (or 22.3% if the underwriters' over-allotment option is exercised in full).

Pursuant to the partnership agreement, limited partners of our operating partnership and some assignees of limited partners will have the right, beginning 12 months after the completion of the formation transactions, to require our operating partnership to redeem part or all of their OP units for cash equal to the then-current market value of an equal number of shares of our common stock (determined in accordance with and subject to adjustment under the partnership agreement) or, at our election, for shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section titled "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms, which is owned 75% by Mr. Pittman. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements. See "Shares Eligible for Future Sale—Registration Rights."

Our operating partnership will enter into a tax protection agreement with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, pursuant to which our operating partnership will agree to indemnify Pittman Hough Farms, against adverse tax consequences (including as a result of receiving a tax protection payment) in connection with (i) our sale of the protected properties in our initial portfolio in a taxable transaction until the fifth (with respect to certain properties) or seventh (with respect to other properties) anniversary of the completion of the formation transactions and (ii) our operating partnership's failure to provide Pittman Hough Farms, the opportunity to guarantee certain debt of our operating partnership (or, alternatively, to enter into deficit restoration obligations) until the seventh anniversary of the completion of the formation transactions. In our initial portfolio, 15 properties, which represent 43% of the total acres in the portfolio, will be subject to the five-year tax protection period described in clause (i) above; 11 properties, which represent 41% of the total acres in the portfolio, will be subject to the initial seven-year tax protection period; and 12 properties, which represent 16% of the total acres in the portfolio, will have no tax protection. In addition, after expiration of the aforementioned initial tax protection periods, our operating partnership generally has agreed to use its best efforts to continue to comply with its obligations under the tax protection agreement with respect to those properties subject to the seven-year protection period and its obligations described under clause (ii) above. Notwithstanding the foregoing, all such obligations generally will terminate on the earlier of (x) the disposition by Pittman Hough Farms, in a taxable transaction, of 50% or more of the OP units originally received pursuant to the formation transactions, and (y) the later of the death of Mr. Pittman or his wife. Pursuant to the tax protection agreement, it is anticipated that the total amount of protected built-in gain on the protected properties will be approximately $33.2 million, approximately $20.6 million of which is attributable to those properties subject to the initial seven-year protection period. Our operating partnership also will agree to provide Pittman Hough Farms, the opportunity to guarantee a portion of our operating partnership's

indebtedness, or, alternatively, to enter into deficit restoration obligations, to provide certain tax protections. We are currently evaluating, and have not yet determined, whether Pittman Hough Farms, will have a need to guarantee debt immediately upon completion of this offering and consummation of the formation transactions. In addition to any guarantee opportunities provided immediately upon completion of the formation transactions and this offering, this opportunity will also be provided upon future repayment, retirement, refinancing, or other reduction (other than scheduled amortization) of our operating partnership's liabilities, and we will indemnify Pittman Hough Farms, for any tax liabilities it incurs as a result of our failure to timely provide such opportunity and any tax liabilities incurred as a result of such tax protection payment.

Mr. Pittman is the guarantor of approximately $9.2 million of indebtedness, which will be repaid with a portion of the net proceeds from this offering and, as a result, Mr. Pittman will be released from these guarantee obligations. In addition, Mr. Pittman is the guarantor of approximately $30.8 million of indebtedness that we will assume in connection with the formation transactions. In connection with this assumption, we will seek to have Mr. Pittman released from such guarantees.

Of the approximately $12.0 million of indebtedness that will be repaid with a portion of the net proceeds from this offering, $6.8 million is being repaid to release mortgage liens on properties in which Mr. Pittman has an ownership interest that are not being acquired by us in connection with the formation transactions. As a result, Mr. Pittman will benefit from the release of the mortgage liens on these properties. However, because of our assumption and repayment of this indebtedness, Mr. Pittman, through his 75% interest in Pittman Hough Farms, is indirectly receiving fewer OP units in the FP Land Merger than he would if we did not assume and repay this indebtedness.

Certain entities controlled by Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, anticipate advancing or incurring an aggregate of approximately $1.4 million in organizational, legal, accounting and other similar expenses in connection with this offering and the formation transactions. We will reimburse these entities controlled by Mr. Pittman for these expenses, assume the debt incurred in paying these expenses or otherwise assume responsibility for paying these expenses upon completion of this offering and the formation transactions.

Through various transactions during the two years prior to this offering and the formation transactions, our Predecessor acquired the following properties on the dates and for the purchase prices set forth in the following table:

Prior to or concurrently with the completion of this offering, we expect to adopt our Equity Incentive Plan, a cash and equity-based incentive award plan for our directors, officers, employees and consultants. We expect that an aggregate of 13,717 shares of our common stock and OP units will be available for future issuance under awards granted pursuant to our Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan."

Upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, which will vest in equal annual installments over three years beginning on the first anniversary following the date of the grant, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. All restricted shares granted to our independent directors will vest ratably on each of the first three anniversaries of the date of grant, subject to such director's continued service on our Board of Directors. See "Management—Executive Officer and Director Compensation."

We will enter into an employment agreement with each of Messrs. Pittman and Fabbri that will be effective upon completion of this offering. These employment agreements provide for base salary, bonus and other benefits, including severance and accelerated vesting of equity awards upon a termination of the executive's employment under certain circumstances. See "Management—Executive Compensation—Employment Agreements."

Effective upon completion of this offering, our charter and bylaws will provide for certain indemnification rights for our directors and officers and we will enter into an indemnification agreement with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors, or in certain other capacities, to the maximum extent permitted by Maryland law. See "Certain Provisions of Maryland Law and of Our Charter and Bylaws—Limitation of Directors' and Officers' Liability and Indemnification."

We were formed as a Maryland corporation on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. We will conduct our business through a traditional UPREIT structure in which our properties are owned by our operating partnership directly or through subsidiaries, as described below under "—Our Operating Partnership." Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of our operating partnership and, upon completion of this offering and consummation of the formation transactions, we will own approximately 67.4% of the OP units in our operating partnership on a fully diluted basis. Our Board of Directors will oversee our business and affairs.

Our operating partnership was formed as a Delaware limited partnership on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. Following completion of this offering and consummation of the formation transactions, substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of the operating partnership. As a result, we generally will have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in "Our Operating Partnership and the Partnership Agreement." In the future, we expect to issue OP units from time to time in connection with property acquisitions, as compensation or otherwise.

The properties that will be owned by us through our operating partnership upon completion of this offering and consummation of the formation transactions are currently owned indirectly by our Predecessor, FP Land, a Delaware limited liability company that is 100% owned by Pittman Hough Farms LLC, or Pittman Hough Farms, a Colorado limited liability company in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. We refer to the individuals that indirectly own 100% of the limited liability company interests in FP Land as the "prior investors." FP Land has entered into the FP Land Merger Agreement with our operating partnership, pursuant to which FP Land will merge with and into our operating partnership (with our operating partnership surviving) and Pittman Hough Farms will receive OP units as consideration for the merger. We refer to this merger as the FP Land Merger. See "Certain Relationships and Related Party Transactions." The number of OP units issuable to Pittman Hough Farms in the formation transactions is based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors, including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. See "—Determination of Consideration Payable in the Formation Transactions." No shares of our common stock will be issued as consideration in the formation transactions.

The values of OP units set forth below and elsewhere in this prospectus assume a value per OP unit equal to the initial public offering price per share. Pursuant to the terms of the FP Land Merger Agreement, the number of OP units to be received by Pittman Hough Farms as consideration for the merger was fixed.

The following formation transactions have occurred or will occur substantially concurrently with the completion of this offering:

The number of OP units to be paid to Pittman Hough Farms in the formation transactions is fixed pursuant to the terms of the FP Land Merger Agreement and was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and outstanding debt of our Predecessor. The estimates of the properties' fair market value were based on various factors including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. The actual value of the OP units issuable pursuant to the FP Land Merger Agreement is based on the initial public offering price per share. See "Risk Factors—Risks Related to Our Organization and Structure—We have not obtained a fairness opinion in connection with the FP Land Merger, and the consideration to be paid by us in the FP Land Merger was not negotiated on an arm's-length basis and may exceed the fair market value of the farmland and other assets in our initial portfolio."

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock in this offering was negotiated between the representatives of the underwriters and us. In determining the initial public offering price of our common stock, the representatives of the underwriters considered, among other things, the history and prospects for the industry in which we compete, our results of operations, the ability of our management, our business potential and earnings prospects, our estimated net income, our estimated funds from operations, our estimated cash available for distribution, our anticipated dividend yield, our growth prospects, the prevailing securities markets at the time of this offering, the recent market prices of, and the demand for, publicly traded shares of companies considered by us and the underwriters to be comparable to us and the current state of the farmland real estate industry and the economy as a whole. The initial public offering price does not necessarily bear any relationship to the book value of the properties and assets to be acquired in the formation transactions, our financial condition or any other established criteria of value and may not be indicative of the market price for our common stock after this offering.

The following is a discussion of certain of our investment, financing and other policies. These policies have been determined by our Board of Directors and, in general, may be amended or revised from time to time by our Board of Directors without a vote of our stockholders.

We will conduct all of our investment activities through our operating partnership and its subsidiaries. Our investment objectives are to maximize the cash flow of our properties, acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for our stockholders through increases in the value of our company. Consistent with our policy to acquire assets for both income and capital gain, our operating partnership intends to hold its properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning its properties and to make occasional sales of the properties as are consistent with our investment objectives. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our properties and our acquisition and other strategic objectives, see "Our Business and Properties."

We expect to pursue our investment objectives primarily through the ownership by our operating partnership of our portfolio of properties and other acquired properties and assets. We currently intend to invest primarily in farmland properties. Future investment activities will not be limited to any geographic area or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment activities in a manner that is consistent with our intention to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. In addition, we may purchase or lease income-producing properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We may also participate with third parties in property ownership, through joint ventures or other types of co-ownership. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, units, preferred stock or options to purchase stock. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these properties. Debt service on such financing or indebtedness will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to fall within the definition of an "investment company" under the 1940 Act.

While our initial portfolio consists of, and our business objectives emphasize, equity investments in farmland properties, we may, at the discretion of our Board of Directors and without a vote of our stockholders, invest in mortgages and other types of real estate interests in a manner that is consistent with our intention to qualify and maintain our qualification as a REIT. We may, to a limited extent, provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying asset. There is no restriction on the proportion of our assets that may be invested in a type of mortgage or any single

mortgage or type of mortgage loan. Investments in real estate mortgages run the risk that one or more borrowers may default under the mortgages and that the collateral securing those mortgages may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the percentage of ownership limitations and the income and asset tests necessary for REIT qualification, we may in the future invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers where such investment would be consistent with our investment objectives. We may invest in the debt or equity securities of such entities, including for the purpose of exercising control over such entities. We have no current plans to invest in entities that are not engaged in real estate activities. We do not have any limit on the amount or percentage of our assets that may be invested in any one entity, property or geographic area. Our investment objectives are to maximize cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives. We will limit our investment in such securities so that we will not fall within the definition of an "investment company" under the 1940 Act.

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stocks or common stock.

We do not currently intend to dispose of any of our properties, although we reserve the right to do so if, based upon management's periodic review of our portfolio, our Board of Directors determines that such action would be in our best interests. The tax consequences to certain of our directors and executive officers who beneficially own OP units resulting from a proposed disposition of a property may influence their decision as to the desirability of such proposed disposition. See "Risk Factors—Risks Related to Our Organization and Structure—Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties."

Upon completion of this offering, we intend to use a portion of the net proceeds from this offering to repay outstanding indebtedness. Other uses of the net proceeds from this offering are set forth in greater detail under "Use of Proceeds" elsewhere in this prospectus. In the future, however, we anticipate using a number of different sources to finance our acquisitions and operations, including cash flows from operations, asset sales, seller financing, issuance of debt securities, private financings (such as additional bank credit facilities, which may or may not be secured by our assets), property-level mortgage debt, common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time. Any debt that we incur may be recourse or non-recourse and may be secured or unsecured. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us. We may use the proceeds of our borrowings to acquire assets, to refinance existing debt or for general corporate purposes.

Although we are not required to maintain any particular leverage ratio, we intend, when appropriate, to employ prudent amounts of leverage and to use debt as a means of providing additional funds for the acquisition of assets, to refinance existing debt or for general corporate purposes. We expect to use leverage conservatively, assessing the appropriateness of new equity or debt capital based on market conditions, including prudent assumptions regarding future cash flow, the creditworthiness of tenants and future rental rates. Our charter and bylaws do not limit the amount of debt that we may

incur. Our Board of Directors has not adopted a policy limiting the total amount of debt that we may incur, but we intend to target a debt to total gross assets ratio of 40%, which we believe is comparable to other publicly traded REITs.

Our Board of Directors will consider a number of factors in evaluating the amount of debt that we may incur. If we adopt a debt policy, our Board of Directors may from time to time modify such policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors. In addition, pursuant to the tax protection agreement that we will enter into with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, we will be required to maintain a minimum level of indebtedness sufficient to avoid triggering taxable gain for Pittman Hough Farms or either (i) provide Pittman Hough Farms the opportunity to guarantee a portion of our operating partnership's indebtedness or (ii) enter into deficit restoration obligations with Pittman Hough Farms, which could influence the decision of our directors and officers to repay, retire, refinance or otherwise reduce our operating partnership's liabilities. Our decision to use leverage in the future to finance our assets will be at our discretion and will not be subject to the approval of our stockholders, and we are not restricted by our governing documents or otherwise in the amount of leverage that we may use.

We may, to a limited extent, provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying asset. We also may make loans to joint ventures in which we participate. However, we do not intend to engage in significant lending activities. Any loan we make will be consistent with our intention to qualify and maintain our qualification as a REIT.

To the extent that our Board of Directors determines to obtain additional capital, we may issue debt or equity securities, including additional OP units or senior securities of our operating partnership, retain earnings (subject to provisions in the Code requiring distributions of income to qualify and maintain our qualification as a REIT) or pursue a combination of these methods. As long as our operating partnership is in existence, we will generally contribute the proceeds of all equity capital raised by us to our operating partnership in exchange for additional interests in our operating partnership, which will dilute the ownership interests of the limited partners in our operating partnership.

Existing common stockholders will have no preemptive rights to common or preferred stock or units issued in any securities offering by us, and any such offering might cause a dilution of a stockholder's investment in us. Although we have no current plans to do so, we may in the future issue shares of capital stock or OP units in connection with acquisitions of property.

We may, under certain circumstances, purchase shares of our common stock or other securities in the open market or in private transactions with our stockholders, provided that those purchases are approved by our Board of Directors. Our Board of Directors has no present intention of causing us to repurchase any shares of our common stock or other securities, and any such action would only be taken in conformity with applicable federal and state laws and the applicable requirements for qualification as a REIT.

Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, as the general partner of our operating partnership, has fiduciary duties and obligations to our operating partnership and its limited partners under Delaware law and the partnership agreement in connection with the management of our operating partnership. The general partner's fiduciary duties and obligations, as the general partner of our operating partnership, may come into conflict with the duties of our directors and officers to our company.

Additionally, the partnership agreement provides that the general partner will not be not liable to our operating partnership or any partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by our operating partnership or any limited partner unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. Our operating partnership must indemnify the general partner, us, our directors and officers, officers of our operating partnership and others designated by the general partner, against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the indemnified person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the indemnified person actually received an improper personal benefit in money, property, or services, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

Our operating partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person's right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action.

Upon the sale of certain of the properties to be owned by us at the completion of the formation transactions, certain OP unit holders could incur adverse tax consequences which are different from the tax consequences to us and to holders of our common stock. Consequently, OP unit holders may have differing objectives regarding the appropriate pricing and timing of any such sale or repayment of indebtedness.

While we will have the exclusive authority under the partnership agreement to determine whether, when, and on what terms to sell a property or when to refinance or repay indebtedness, any such decision would require the approval of our Board of Directors. In addition, our operating partnership has agreed to indemnify certain limited partners, including certain of our executive officers and directors, for their tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to their share of the built-in gain, as of the closing of the formation transactions, with respect to their interest in the tax protected properties.

Messrs. Pittman and Hough will retain ownership interests in one farm in Illinois (consisting of 2,866 total acres) and one farm in Nebraska (consisting of 1,193 total acres) that will not be acquired by us in our formation transactions, due to their families' long-term ownership of those farms and the high proportion of non-tillable acreage of those farms, including pasture land, livestock facilities and land devoted to recreational activities. In addition, the excluded Illinois farm contains a substantial amount of timberland from which revenues are generated from logging and hunting. We refer to the excluded Illinois farm and the excluded Nebraska farm as the "homestead farms" in this prospectus. We generally do not believe the two homestead farms are consistent with our investment criteria and business and growth strategies. However, upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Mr. Pittman and Pittman Hough Farms pursuant to which we will be granted a right of first offer with respect to any portion of the two homestead farms that Mr. Pittman and Pittman Hough Farms desire to transfer.

Our Board of Directors has adopted the Homestead Exemption Policy to allow Mr. Pittman and entities controlled by him to acquire additional farmland in close proximity to the two homestead farms. Pursuant to the Homestead Exemption Policy, Mr. Pittman and entities controlled by him have a right of first opportunity to acquire farmland in a total of 15 townships that are located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two homestead farms are located. The specific townships are Astoria, Isabel, Kerton, Pleasant, Vermont and Woodland in Fulton County, Illinois; Browning, Hickory, Oakland and Rushville in Schuyler County, Illinois; and Alexis, Bone Creek, Olive, Savannah and Summit in Butler County, Nebraska. Under the Homestead Exemption Policy, Mr. Pittman and entities controlled by him may acquire no more than an aggregate of $5.0 million of farmland properties in these 15 townships annually without first offering the acquisition opportunity to us or otherwise receiving the consent or approval of the majority of the independent members of our Board of Directors. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. Although this policy could allow Mr. Pittman and the entities controlled by him to acquire farmland that is directly competitive with certain of the farms in our initial portfolio, Mr. Pittman has advised us that he does not intend to acquire for his own account farms that would directly compete with the farms we then own without first offering the acquisition opportunity to us. The independent members of our Board of Directors will review this policy annually.

Our charter and bylaws do not restrict any of our directors, officers, stockholders or affiliates from having a pecuniary interest in an investment or transaction that we have an interest in or from conducting, for their own account, business activities of the type we conduct. We intend, however, to adopt policies that are designed to eliminate or minimize potential conflicts of interest, including a policy for the review, approval or ratification of any related party transactions. This policy will provide that the audit committee of our Board of Directors will review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party before approving such transaction. We will also adopt a code of business conduct and ethics, which will provide that all of our directors, officers and employees are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without our consent. See "Management—Code of Business Conduct and Ethics." However, we cannot assure you that these policies or provisions of law will always be successful in eliminating the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Pursuant to the MGCL, a contract or other transaction between us and a director or between us and any other corporation, firm or other entity in which any of our directors is a director or has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting at which the contract or transaction is authorized, approved or ratified or the counting of the director's vote in favor thereof, provided that:

Furthermore, under Delaware law (where our operating partnership is organized), we, as general partner, have a fiduciary duty of loyalty to our operating partnership and its partners and, consequently, such transactions also are subject to the duties that we, as general partner, owe to our operating partnership and its limited partners (as such duty has been modified by the partnership agreement). We will also adopt a policy that requires that all contracts and transactions between us, our operating partnership or any of our subsidiaries, on the one hand, and any of our directors or executive officers or any entity in which such director or executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of our disinterested directors even if less than a quorum. Where appropriate, in the judgment of the disinterested directors, our Board of Directors may obtain a fairness opinion or engage independent counsel to represent the interests of non-affiliated security holders, although our Board of Directors will have no obligation to do so.

We will have authority to offer common stock, preferred stock or options to purchase stock in exchange for property and to repurchase or otherwise acquire our common stock or other securities in the open market or otherwise, and we may engage in such activities in the future. As described in "Our Operating Partnership and the Partnership Agreement" we expect, but are not obligated, to issue common stock to holders of OP units upon some or all of their exercises of their redemption rights. Except in connection with the initial capitalization of our company and our operating partnership, we have not issued common stock, OP units or any other securities in exchange for property or any other purpose, and our Board of Directors has no present intention of causing us to repurchase any common stock other than the shares of common stock we issued in connection with an initial capitalization. Our Board of Directors has the authority, without further stockholder approval, to amend our charter to increase or decrease the number of authorized shares of common stock or preferred stock or the number of shares of stock of any class or series that we have authority to issue and our Board of Directors, without stockholder approval, has the authority to authorize us to issue additional shares of common stock or preferred stock, in one or more series, including senior securities, in any manner, and on the terms and for the consideration, it deems appropriate. See "Description of Our Capital Stock." We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers other than our operating partnership and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify and maintain our qualification as a REIT, unless because of circumstances or changes in the Code, or the Treasury regulations, our Board of Directors determines that it is no longer in our best interests to qualify as a REIT. In addition, we intend to make investments in such a way that we will not be treated as an investment company under the 1940 Act.

We intend to make available to our stockholders annual reports, including our audited financial statements. After this offering, we will become subject to the information reporting requirements of the Exchange Act. Pursuant to those requirements, we will be required to file annual and periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

The following is a summary of the material terms of our capital stock and certain terms of our charter and bylaws as we expect they will be at the time of completion of this offering and consummation of the formation transactions. For a complete description, we refer you to the MGCL and to our charter and bylaws. For a more complete understanding of our capital stock, we encourage you to read carefully this entire prospectus, as well as our charter and bylaws, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part.

We are authorized to issue 600,000,000 shares of stock, consisting of 500,000,000 shares of common stock, $0.01 par value per share, or our common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share, or our preferred stock. Our charter authorizes our Board of Directors, with the approval of a majority of the entire Board of Directors and without any action on the part of our stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series without stockholder approval. As of the date of this prospectus, we had 1,000 outstanding shares of common stock, all of which are held by Mr. Pittman, and no outstanding shares of preferred stock. We will repurchase the 1,000 shares from Mr. Pittman for $1,000 upon completion of this offering. Upon completion of this offering, the consummation of the formation transactions and the grants of restricted common stock described elsewhere in this prospectus, 4,014,283 shares of our common stock will be issued and outstanding and no shares of our preferred stock will be issued and outstanding. Under Maryland law, stockholders generally are not liable for a corporation's debts or obligations.

Subject to the preferential rights, if any, of holders of any other class or series of stock and to the provisions of our charter regarding restrictions on ownership and transfer of our stock, holders of our common stock:

There are generally no redemption, sinking fund, conversion, preemptive or appraisal rights with respect to our common stock.

Subject to the provisions of our charter regarding restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of our directors, and directors will be elected by a plurality of the votes cast in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the outstanding shares of our common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors.

Our Board of Directors may classify any unissued shares of preferred stock, and reclassify any unissued shares of common stock or any previously classified but unissued shares of preferred stock

into other classes or series of stock, including one or more classes or series of stock that have priority over our common stock with respect to voting rights or distributions or upon liquidation, and authorize us to issue the newly classified shares. Prior to the issuance of shares of each class or series, our Board of Directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which our stock may be then listed or quoted.

Power to Increase or Decrease Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock

Our charter authorizes our Board of Directors, with the approval of a majority of the entire Board of Directors, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series without stockholder approval. We believe that the power of our Board of Directors to increase or decrease the number of authorized shares of stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to cause us to issue such shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series, as well as the additional shares of stock, will be available for future issuance without further action by our stockholders, unless such action is required by applicable law, the terms of any other class or series of stock or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Our Board of Directors could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for our stockholders or otherwise be in their best interests.

In order to qualify as a REIT under the Code, our shares of stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Because our Board of Directors believes it is at present essential for us to qualify as a REIT, among other purposes, our charter, subject to certain exceptions, will contain restrictions on the number of our shares of stock that a person may own. Our charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock, or the ownership limit.

Our Board of Directors, in its sole discretion, may prospectively or retroactively exempt a person from certain of the limits described in the paragraph above and may establish or increase an excepted holder percentage limit for that person. The person seeking an exemption must provide to our Board of Directors any representations, covenants and undertakings that our Board of Directors may deem appropriate in order to conclude that granting the exemption will not cause us to lose our status as a REIT. Our Board of Directors may not grant an exemption to any person if that exemption would result in our failing to qualify as a REIT. Our Board of Directors may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to our Board of Directors, in its sole discretion, in order to determine or ensure our status as a REIT.

Notwithstanding the receipt of any ruling or opinion, our Board of Directors may impose such guidelines or restrictions as it deems appropriate in connection with granting such exemption. In connection with granting a waiver of the ownership limit or creating an exempted holder limit or at any other time, our Board of Directors from time to time may increase or decrease the ownership limit, subject to certain exceptions.

Any attempted transfer of shares of our capital stock which, if effective, would violate any of the restrictions described above will result in the number of shares of our capital stock causing the violation (rounded up to the nearest whole share) to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, except that any transfer that results in the violation of the restriction relating to shares of our capital stock being beneficially owned by fewer than 100 persons will be null and void. In either case, the proposed transferee will not acquire any rights in those shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the purported transfer or other event that results in the transfer to the trust. Shares held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares held in the trust, will have no rights to dividends or other distributions and will have no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary. Subject to Maryland law, the trustee will have the authority (i) to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice from us that shares of our stock have been transferred to the trust, the trustee will sell the shares to a person, designated by the trustee, whose ownership of the shares will not violate the above ownership and transfer limitations. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds from the sale to the proposed transferee and to the charitable beneficiary as follows. The proposed

transferee will receive the lesser of (i) the price paid by the proposed transferee for the shares or, if the proposed transferee did not give value for the shares in connection with the event causing the shares to be held in the trust (e.g., a gift, devise or other similar transaction), the market price (as defined in our charter) of the shares on the day of the event causing the shares to be held in the trust and (ii) the price per share received by the trustee (net of any commission and other expenses of sale) from the sale or other disposition of the shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends or other distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable to the proposed transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that our shares of our stock have been transferred to the trust, the shares are sold by the proposed transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive, the excess shall be paid to the trustee upon demand.

In addition, shares of our stock held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the market price at the time of the devise or gift) and (ii) the market price on the date we, or our designee, accept the offer, which we may reduce by the amount of dividends and distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds from the sale to the proposed transferee.

If a transfer to a charitable trust, as described above, would be ineffective for any reason to prevent a violation of a restriction, the transfer that would have resulted in a violation will be null and void, and the proposed transferee shall acquire no rights in those shares.

Any certificate representing shares of our capital stock, and any notices delivered in lieu of certificates with respect to the issuance or transfer of uncertificated shares, will bear a legend referring to the restrictions described above.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our capital stock that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares of our capital stock that resulted in a transfer of shares to a charitable trust, is required to give written notice immediately to us, or in the case of a proposed or attempted transaction, to give at least 15 days' prior written notice, and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The foregoing restrictions on transferability and ownership will not apply if our Board of Directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

Every owner of more than 5% (or any lower percentage as required by the Code or the regulations promulgated thereunder) in number or value of the outstanding shares of our capital stock, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of shares of each class and series of shares of our capital stock that he or she beneficially owns and a description of the manner in which the shares are held. Each of these owners must provide us with additional information that we may request in order to determine the effect, if any, of his or her beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, each stockholder will upon demand be required to provide us with information that we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine our compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interests of our stockholders.

Although the following summary describes certain provisions of Maryland law and the material provisions of our charter and bylaws, it is not a complete description of our charter and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part, or of Maryland law. See "Where You Can Find More Information."

Our charter and bylaws provide that the number of directors of our company may be established, increased or decreased by our Board of Directors, but may not be less than the minimum number required under the MGCL, which is one, or, unless our bylaws are amended, more than fifteen. We have elected by a provision of our charter to be subject to a provision of Maryland law requiring that, subject to the rights of holders of one or more classes or series of preferred stock, any vacancy may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the full term of the directorship in which such vacancy occurred and until his or her successor is duly elected and qualifies.

Each member of our Board of Directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Holders of shares of our common stock will have no right to cumulative voting in the election of directors, and directors will be elected by a plurality of the votes cast in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of our common stock will be able to elect all of our directors.

Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our charter) and only by the affirmative vote of holders of shares entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. This provision, when coupled with the exclusive power of our Board of Directors to fill vacant directorships, may preclude stockholders from removing incumbent directors except for cause and by a substantial affirmative vote and filling the vacancies created by such removal with their own nominees.

Under the MGCL, certain "business combinations" (including a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and an interested stockholder (i.e., any person (other than the corporation or any subsidiary) who beneficially owns 10% or more of the voting power of the corporation's outstanding voting stock after the date on which the corporation had 100 or more beneficial owners of its stock, or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation after the date on which the corporation had 100 or more beneficial owners of its stock) or an affiliate of an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of such corporation and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by

an affiliate or associate of the interested stockholder, unless, among other conditions, the corporation's common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. The board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by it.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder became an interested stockholder. As permitted by the MGCL, our Board of Directors has adopted a resolution exempting any business combination between us and any other person from the provisions of this statute, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons). However, our Board of Directors may repeal or modify this resolution at any time in the future, in which case the applicable provisions of this statute will become applicable to business combinations between us and interested stockholders.

The MGCL provides that holders of "control shares" of a Maryland corporation acquired in a "control share acquisition" have no voting rights with respect to those shares except to the extent approved by the affirmative vote of at least two-thirds of the votes entitled to be cast by stockholders entitled to vote generally in the election of directors, excluding votes cast by (1) the person who makes or proposes to make a control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. "Control shares" are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority or (3) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A "control share acquisition" means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

The control share acquisition statute does not apply to, among other things, (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any acquisition by any person of shares of our stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future by our Board of Directors.

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its Board of Directors, without stockholder approval, and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions of the MGCL which provide, respectively, that:

We have elected by a provision in our charter to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our Board of Directors. In addition, without our having elected to be subject to Subtitle 8, our charter and bylaws already (1) require the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of directors to remove a director from our Board of Directors, (2) vest in our Board of Directors the exclusive power to fix the number of directors and (3) require, unless called by our chairman, our president and chief executive officer or our Board of Directors, the request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting to call a special meeting. Our Board of Directors is not currently classified. In the future, our Board of Directors may elect, without stockholder approval, to classify our Board of Directors or elect to be subject to any of the other provisions of Subtitle 8.

Pursuant to our bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any business will be held on a date and at the time and place set by our Board of Directors. Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or her successor is duly elected and qualifies under Maryland law. In addition, our chairman, our president and chief executive officer or our Board of Directors may call a special meeting of our stockholders. Subject to the provisions of our bylaws, a special meeting of our stockholders to act on any matter that may properly be considered by our stockholders will also be called by our secretary upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting on such matter, accompanied by the information required by our bylaws. Our secretary will inform the requesting stockholders of the reasonably estimated cost of

preparing and mailing the notice of meeting (including our proxy materials), and the requesting stockholder must pay such estimated cost before our secretary may prepare and mail the notice of the special meeting.

Under the MGCL, a Maryland corporation generally cannot amend its charter unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation's charter. Except for certain amendments related to the removal of directors and the restrictions on ownership and transfer of our stock and the vote required to amend those provisions (which must be declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast not less than two-thirds of all the votes entitled to be cast on the matter), our charter generally may be amended only if the amendment is declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our Board of Directors, with the approval of a majority of the entire board, and without any action by our stockholders, may also amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series we are authorized to issue.

Our Board of Directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Under the MGCL, a Maryland corporation generally cannot dissolve, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation's charter. As permitted by the MGCL, our charter provides that any of these actions may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Many of our operating assets will be held by our subsidiaries, and these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

Our charter provides that our stockholders generally will not be entitled to exercise statutory appraisal rights.

Our dissolution must be declared advisable by a majority of our entire Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our Board of Directors and the proposal of other business to be considered by our stockholders at an annual meeting of stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our Board of Directors or (3) by a stockholder who was a stockholder of record both at the time of giving of notice and at the time of the meeting, who is

entitled to vote at the meeting on the election of the individual so nominated or such other business and who has complied with the advance notice procedures set forth in our bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of our Board of Directors or (2) provided that the special meeting has been properly called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting on the election of each individual so nominated and who has complied with the advance notice provisions set forth in our bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee.

Anti-Takeover Effect of Certain Provisions of Maryland Law and Our Charter and Bylaws

Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change in control or other transaction that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders, including:

Likewise, if the resolution opting out of the business combination provisions of the MGCL was repealed, or the business combination is not approved by our Board of Directors, or the provision in the bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, these provisions of the MGCL could have similar anti-takeover effects.

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law.

Our charter and bylaws provide for indemnification of our officers and directors against liabilities to the maximum extent permitted by the MGCL, as amended from time to time.

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that:

However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, and then only for expenses. In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer upon its receipt of:

Our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of such a proceeding to:

Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served our Predecessor in any of the capacities described above and to any employee or agent of our company or our Predecessor.

Upon completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

The following is a summary of the material provisions of the amended and restated agreement of limited partnership of our operating partnership, or the partnership agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to applicable provisions of the Delaware Revised Uniform Limited Partnership Act, as amended, and the partnership agreement. See "Where You Can Find More Information." For purposes of this section, references to "we," "our," "us" and "our company" refer to Farmland Partners Inc. alone, and not to its subsidiaries. For the purposes of this section, references to the "general partner" refer to Farmland Partners OP GP, LLC, a wholly owned subsidiary of Farmland Partners Inc.

Our operating partnership is a Delaware limited partnership that was formed on September 27, 2013. Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of our operating partnership. Pursuant to the partnership agreement, subject to certain protective rights of the limited partners described below, we have, through our control of the general partner, full, exclusive and complete responsibility and discretion in the management and control of our operating partnership, including the ability to cause our operating partnership to enter into certain major transactions including a merger of our operating partnership or a sale of substantially all of the assets of our operating partnership. The limited partners have no power to remove the general partner without the general partner's consent.

The general partner may not conduct any business without the consent of a majority of the limited partners other than in connection with: the ownership, acquisition and disposition of partnership interests; the management of the business of our operating partnership; our operation as a reporting company with a class of securities registered under the Exchange Act; the offering, sale syndication, private placement or public offering of stock, bonds, securities or other interests, financing or refinancing of any type related to our operating partnership or its assets or activities; and such activities as are incidental to those activities discussed above. In general, we must contribute any assets or funds that we acquire to our operating partnership in exchange for additional partnership interests. We may, however, in our sole and absolute discretion, from time to time hold or acquire assets in our own name or otherwise other than through our operating partnership so long as we take commercially reasonable measures that the economic benefits and burdens of such property are otherwise vested in our operating partnership. We and our affiliates may also engage in any transactions with our operating partnership on such terms as we may determine in our sole and absolute discretion.

We, as the parent of the general partner, are under no obligation to give priority to the separate interests of our stockholders or the limited partners in deciding whether to cause our operating partnership to take or decline to take any actions. If there is a conflict between the interests of our stockholders on the one hand and the limited partners (including us) on the other, we, as the parent of the general partner, will endeavor in good faith to resolve the conflict in a manner that is not adverse to either our stockholders or the limited partners (including us). The general partner is not liable under the partnership agreement to our operating partnership or to any partner for monetary damages for losses sustained, liabilities incurred, or benefits not derived by limited partners (including us) in connection with such decisions, unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

Upon completion of this offering and consummation of the formation transactions, substantially all of our business activities, including all activities pertaining to the acquisition and operation of properties, must be conducted through our operating partnership, and our operating partnership must be operated in a manner that will enable us to satisfy the requirements for qualification as a REIT.

Interests in our operating partnership are denominated in units of limited partnership interest. Pursuant to the partnership agreement, our operating partnership has designated the following classes of units of limited partnership interest, or operating partnership units: OP units and LTIP units.

Upon completion of this offering and our formation transactions, we will own approximately 67.4% of the OP units. On or after the date that is 12 months after the date of the original issuance of the OP units, each holder of OP units (other than us) will have the right, subject to the terms and conditions set forth in the partnership agreement, to require our operating partnership to redeem all or a portion of the OP units held by such limited partner in exchange for a cash amount equal to the number of tendered OP units multiplied by the price of a share of our common stock (determined in accordance with, and subject to adjustment under, the terms of the partnership agreement), unless the terms of such OP units or a separate agreement entered into between our operating partnership and the holder of such OP units provide that they are not entitled to a right of redemption or provide for a shorter or longer period before such limited partner may exercise such right of redemption or impose conditions on the exercise of such right of redemption. On or before the close of business on the tenth business day after the general partner receives a notice of redemption, we may, as parent of the general partner, in our sole and absolute discretion, but subject to the restrictions on the ownership of our common stock imposed under our charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tendered OP units from the tendering partner in exchange for cash or shares of our common stock, based on an exchange ratio of one share of our common stock for each OP unit (subject to anti-dilution adjustments provided in the partnership agreement).

In the future, we, as the parent of the general partner, may cause our operating partnership to issue LTIP units to our independent directors, executive officers and certain other employees and persons who provide services to our operating partnership. These LTIP units will be subject to certain vesting requirements. In general, LTIP units are similar to OP units and will receive the same quarterly per-unit profit distributions as OP units. The rights, privileges, and obligations related to each series of LTIP units will be established at the time the LTIP units are issued. As profits interests, LTIP units initially will not have full parity, on a per-unit basis, with OP units with respect to liquidating distributions. Upon the occurrence of specified events, LTIP units can over time achieve full parity with OP units and therefore accrete to an economic value for the holder equivalent to OP units. If such parity is achieved, vested LTIP units may be converted on a one-for-one basis into OP units, which in turn are redeemable by the holder for cash or, at our election, exchangeable for shares of our common stock on a one-for-one basis. However, there are circumstances under which LTIP units will not achieve parity with OP units, and until such parity is reached, the value that a participant could realize for a given number of LTIP units will be less than the value of an equal number of shares of our common stock and may be zero.

To the maximum extent permitted under Delaware law, neither we, the general partner nor any of our directors and officers will be liable to our operating partnership or the limited partners or assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission, unless such person acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. The partnership agreement provides for indemnification of the general partner, us, our affiliates and each of our respective officers, directors, employees and any persons we may designate from time to time in

our sole and absolute discretion, to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys' fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of our operating partnership, provided that our operating partnership will not indemnify such person if (i) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the person actually received an improper personal benefit in money, property or services, or (iii) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful, as set forth in the partnership agreement (subject to the exceptions described below under "—Fiduciary Responsibilities").

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Our directors and officers have duties under applicable Maryland law to manage us in a manner consistent with our best interests. At the same time, the general partner has fiduciary duties to manage our operating partnership in a manner beneficial to our operating partnership and its partners. Our duties, as the parent of the general partner, to our operating partnership and its limited partners, therefore, may come into conflict with the duties of our directors and officers to us and our stockholders. We will be under no obligation to give priority to the separate interests of the limited partners of our operating partnership in deciding whether to cause our operating partnership to take or decline to take any actions. The limited partners of our operating partnership have agreed that in the event of a conflict in the duties owed by our directors and officers to us and our stockholders and the fiduciary duties owed by us, in our capacity as the parent of the general partner of our operating partnership, to such limited partners, we will fulfill our fiduciary duties to such limited partners by acting in the best interests of our stockholders.

The limited partners of our operating partnership have expressly acknowledged that we are acting for the benefit of our operating partnership, the limited partners and our stockholders collectively.

The partnership agreement provides that we, as the parent of the general partner, shall cause our operating partnership to make quarterly (or more frequent) distributions of all of its available cash (which is defined to be cash available for distribution as determined by us, as general partner) (i) first, with respect to any OP units that are entitled to any preference in accordance with the rights of such operating partnership unit (and, within such class, pro rata according to their respective percentage interests) and (ii) second, with respect to any OP units that are not entitled to any preference in distribution, in accordance with the rights of such class of OP units (and, within such class, pro rata in accordance with their respective percentage interests).

Net income and net loss of our operating partnership are determined and allocated with respect to each fiscal year of our operating partnership as of the end of the year. Except as otherwise provided in the partnership agreement, an allocation of a share of net income or net loss is treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing net income or net loss. Except as otherwise provided in the partnership agreement, net

income and net loss are allocated to the holders of OP units holding the same class or series of OP units in accordance with their respective percentage interests in the class or series at the end of each fiscal year. The partnership agreement contains provisions for special allocations intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Except as otherwise required by the partnership agreement or the Code and the Treasury Regulations, each operating partnership item of income, gain, loss and deduction is allocated among the limited partners of our operating partnership for U.S. federal income tax purposes in the same manner as its correlative item of book income, gain, loss or deduction is allocated pursuant to the partnership agreement. In addition, under Section 704(c) of the Code, items of income, gain, loss and deduction with respect to appreciated or depreciated property which is contributed to a partnership, such as our operating partnership, in a tax-free transaction must be specially allocated among the partners in such a manner so as to take into account such variation between the tax basis and the fair market value of the property at the time of contribution. Our operating partnership will allocate tax items to the holders of operating partnership units taking into consideration the requirements of Section 704(c) of the Code. See "Material U.S. Federal Income Tax Considerations."

The general partner has sole discretion to ensure that allocations of income, gain, loss and deduction of our operating partnership are in accordance with the interests of the partners of our operating partnership as determined under the Code, and all matters concerning allocations of tax items not expressly provided for in the partnership agreement may be determined by the general partner in its sole discretion.

On or after twelve months after becoming a holder of OP units, each limited partner, other than us, will have the right, subject to the terms and conditions set forth in the partnership agreement, to require our operating partnership to redeem all or a portion of such units in exchange for a cash amount equal to the number of tendered units multiplied by the fair market value of a share of our common stock (determined in accordance with, and subject to adjustment under, the terms of the partnership agreement), unless the terms of such units or a separate agreement entered into between our operating partnership and the holder of such units provide that they do not have a right of redemption or provide for a shorter or longer period before such holder may exercise such right of redemption or impose conditions on the exercise of such right of redemption. On or before the close of business on the tenth business day after we receive a notice of redemption, we may, as the parent of the general partner, in our sole and absolute discretion, but subject to the restrictions on the ownership of our common stock imposed under our charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tendered units in exchange for cash or shares of our common stock, based on an exchange ratio of one share of our common stock for each OP unit (subject to anti-dilution adjustments provided in the partnership agreement). If we give the limited partners notice of our intention to make an extraordinary distribution of cash or property to our stockholders or effect a merger, a sale of all or substantially all of our assets, or any other similar extraordinary transaction, each limited partner may exercise its right to redeem its OP units, regardless of the length of time such limited partner has held its OP units.

The general partner generally will not be able to withdraw voluntarily from our operating partnership or transfer any of its interest in our operating partnership unless the transfer is: (i) to our affiliate; (ii) to a wholly owned subsidiary of the general partner or the owner of all of the ownership interests of the general partner; or (iii) otherwise expressly permitted under the partnership agreement.

The partnership agreement permits the general partner or us, as the parent of the general partner, to engage in a merger, consolidation or other combination, or sale of substantially all of our assets if:

With certain limited exceptions, the limited partners may not transfer their interests in our operating partnership, in whole or in part, without the prior written consent of the general partner, which consent may be withheld in its sole and absolute discretion. Except with the general partner's consent to the admission of the transferee as a limited partner, transferees shall not have any rights by virtue of the transfer other than the rights of an assignee and will not be entitled to vote or effect a redemption with respect to their operating partnership units in any matter presented to the limited partners for a vote. The general partner will have the right to consent to the admission of a transferee of the interest of a limited partner, which consent may be given or withheld by in our sole and absolute discretion.

Pursuant to the partnership agreement, upon the issuance of our stock other than in connection with a redemption of OP units, we generally will be obligated to contribute or cause to be contributed the cash proceeds or other consideration received from the issuance of our stock to our operating partnership in exchange for, in the case of common stock, OP units or, in the case of an issuance of preferred stock, preferred operating partnership units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the preferred stock. In addition, the general partner may cause our operating partnership to issue additional operating partnership units or other partnership interests and to admit additional limited partners to our operating partnership from time to time, on such terms and conditions and for such capital contributions as we, as the parent of the general partner, may establish in our sole and absolute discretion, without the approval or consent of any limited partner, including: (i) upon the conversion, redemption or exchange of any debt, units or other partnership interests or other securities issued by our operating partnership; (ii) for less than fair market value; or (iii) in connection with any merger of any other entity into our operating partnership.

Pursuant to the partnership agreement, the general partner is the tax matters partner of our operating partnership and has certain other rights relating to tax matters. Accordingly, as both the general partner and tax matters partner, we have the authority to handle tax audits and to make tax elections under the Code, in each case, on behalf of our operating partnership.

The term of our operating partnership commenced on September 27, 2013 and will continue perpetually, unless earlier terminated in the following circumstances:

Amendments to the partnership agreement may be proposed by the general partner or by any limited partner holding 25% or more of the percentage interest of OP units designated as Class A Units. Generally, the partnership agreement may be amended with the general partner's approval and the approval of the limited partners holding a majority of all outstanding limited partner units (excluding limited partner units held by us or our subsidiaries). Certain amendments that would, among other things, have the following effects, must be approved by each partner adversely affected thereby:

Notwithstanding the foregoing, we, as the parent of the general partner, will have the power, without the consent of the limited partners, to amend the partnership agreement as may be required to:

Certain provisions affecting the general partner's rights and duties (e.g., restrictions relating to certain extraordinary transactions involving us, the general partner or our operating partnership) may not be amended without the approval of the holders of a majority of the operating partnership units (excluding operating partnership units held by us).

Upon completion of this offering, we will have 4,014,283 outstanding shares of our common stock (4,584,283 shares if the underwriters' over-allotment option is exercised in full), including 3,800,000 shares issued in this offering (4,370,000 shares if the underwriters' over-allotment option is exercised in full) and an aggregate of 214,283 shares issued to our non-employee directors, executive officers and Mr. Hough under our Equity Incentive Plan, concurrently with the completion of this offering. In addition, upon completion of this offering, 1,945,000 shares of our common stock will be reserved for future issuance upon redemption of OP units and 13,717 shares of our common stock will be available for future issuance under the Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan."

Of these shares, the 3,800,000 shares sold in this offering (4,370,000 shares if the underwriters' over-allotment option is exercised in full) will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares purchased in this offering by our "affiliates," as that term is defined by Rule 144 under the Securities Act. The remaining shares of common stock issued to our officers, directors and affiliates pursuant to the Equity Incentive Plan and the shares of our common stock issuable to officers, directors and affiliates upon redemption of OP units will be "restricted shares" as defined in Rule 144.

Prior to this offering, there has been no public market for our common stock. Trading of our common stock on the NYSE MKT is expected to commence immediately following the completion of this offering. No assurance can be given as to (1) the likelihood that an active market for our shares of common stock will develop, (2) the liquidity of any such market, (3) the ability of the stockholders to sell the shares or (4) the prices that stockholders may obtain for any of the shares. No prediction can be made as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock (including shares issued upon the redemption of OP units), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock. See "Risk Factors—Risks Related to this Offering and the Market for Our Common Stock—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."

For a description of certain restrictions on transfers of our shares of common stock held by certain of our stockholders, see "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

After giving effect to this offering, 214,283 shares of our outstanding common stock will be "restricted" securities under the meaning of Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale and who has beneficially owned shares considered to be restricted securities under Rule 144 for at least six months would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned shares considered to be restricted securities under Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

An affiliate of ours who has beneficially owned shares of our common stock for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

In connection with the formation transactions, our operating partnership will issue an aggregate of 1,945,000 OP units. Beginning on or after the first anniversary of the completion of the formation transactions, limited partners of our operating partnership and certain qualifying assignees of the limited partners will have the right to require our operating partnership to redeem part or all of their OP units for cash, or, at our election, for shares of our common stock, subject to the restrictions on ownership and transfer of our stock set forth in our charter and described under the section titled "Description of Our Capital Stock—Restrictions on Ownership and Transfer." See "Our Operating Partnership and the Partnership Agreement."

In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements.

We intend to adopt our Equity Incentive Plan immediately prior to the completion of this offering. The plan will provide for the grant of various types of incentive awards to our directors, officers, employees and consultants. An aggregate of 228,000 shares of our common stock are authorized for issuance under the Equity Incentive Plan (subject to adjustment based on the total number of shares of our common stock sold in this offering, including shares sold upon exercise of the underwriters' over-allotment option), of which an aggregate of 214,283 shares will be granted to our directors, executive officers and Mr. Hough upon completion of this offering and will be subject to the lock-up agreements discussed below. After giving effect to grants of restricted shares of our common stock concurrently with the completion of this offering, we expect that an aggregate of 13,717 shares of our common stock will be available for future issuance under our Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan."

We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of common stock issuable under our Equity Incentive Plan. Shares of our common stock covered by this registration statement, including any shares of our common stock issuable upon the exercise of options or shares of restricted common stock, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates.

In addition to the limits placed on the sale of our common stock by operation of Rule 144 and other provisions of the Securities Act, our directors, executive officers and director nominees and Mr. Hough have agreed with the underwriters of this offering, subject to certain exceptions, not to sell or otherwise transfer or encumber, or enter into any transaction that transfers, in whole or in part, directly or indirectly, any shares of common stock or securities convertible into, exchangeable for or exercisable for shares of common stock (including OP units) owned by them at the completion of this offering or thereafter acquired by them for a period of 180 days (subject to extension in certain circumstances) after the date of this prospectus, without the prior written consent of the representatives of the underwriters.

However, in addition to certain other exceptions, each of our directors, director nominees and executive officers and Mr. Hough may transfer or dispose of his or her shares during the lock-up period in the case of gifts or for estate planning purposes, provided that each transferee agrees to a similar lock-up agreement for the remainder of the lock-up period (including any extension period), the transfer does not involve a disposition for value, no report is required to be filed by the transferor under the Exchange Act as a result of the transfer and the transferor does not voluntarily effect any public filing or report regarding such transfer. See "Underwriting—Lock-Up Agreements."

This section summarizes the current material U.S. federal income tax considerations that you, as a prospective investor, may consider relevant in connection with the acquisition, ownership and disposition of our common stock and our election to be taxed as a REIT. As used in this section, the terms "we" and "our" refer solely to Farmland Partners Inc. and not to our subsidiaries and affiliates, which have not elected to be taxed as REITs for U.S. federal income tax purposes.

This discussion does not exhaust all possible tax considerations and does not provide a detailed discussion of any state, local or foreign tax considerations. Nor does this discussion address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their personal investment or tax circumstances, or to certain types of investors that are subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations (except to the limited extent discussed below under "—Taxation of Tax-Exempt Stockholders"), financial institutions, broker-dealers, persons subject to the alternative minimum tax, persons holding our stock as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction, non-U.S. individuals and foreign corporations (except to the limited extent discussed below under "—Taxation of Non-U.S. Stockholders") and other persons subject to special tax rules. Moreover, this summary assumes that our stockholders hold our common stock as a "capital asset" for U.S. federal income tax purposes, which generally means property held for investment.

The statements in this section are based on the current U.S. federal income tax laws, including the Code, the regulations promulgated by the U.S. Treasury Department, or the Treasury Regulations, rulings and other administrative interpretations and practices of the IRS, and judicial decisions, all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. This discussion is for general purposes only and is not tax advice. We cannot assure you that new laws, interpretations of law, or court decisions, any of which may take effect retroactively, will not cause any statement in this section to be inaccurate.

We urge you to consult your own tax advisor regarding the specific tax consequences to you of the acquisition, ownership and disposition of our common stock and of our election to be taxed as a REIT. Specifically, you should consult your own tax advisor regarding the U.S. federal, state, local, foreign, and other tax consequences of such acquisition, ownership, disposition and election, and regarding potential changes in applicable tax laws.

We have elected to be taxed as a pass-through entity under subchapter S of the Code, but intend to revoke our S election prior to the completion of this offering. We intend to elect to be taxed as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014. We believe that, commencing with such short taxable year, we will be organized and will operate in such a manner as to qualify for taxation as a REIT under the Code, and we intend to continue to operate in such a manner. However, no assurances can be provided regarding our qualification as a REIT because such qualification depends on our ability to satisfy numerous asset, income, stock ownership and distribution tests described below, the satisfaction of which will depend, in part, on our operating results.

The sections of the Code relating to qualification, operation and taxation as a REIT are highly technical and complex. The following discussion sets forth only the material aspects of those sections. This summary is qualified in its entirety by the applicable Code provisions and the related Treasury Regulations and administrative and judicial interpretations thereof.

In connection with this offering, Morrison & Foerster LLP will render an opinion that, commencing with our short taxable year ending December 31, 2014, we will be organized in conformity

with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws, and our proposed method of operation will enable us to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for our taxable year ending December 31, 2014 and thereafter. Investors should be aware that Morrison & Foerster LLP's opinion will be based on the U.S. federal income tax laws governing qualification as a REIT as of the date of such opinion, which will be subject to change, possibly on a retroactive basis, will not be binding on the IRS or any court, and will speak only as of the date issued. In addition, Morrison & Foerster LLP's opinion will be based on customary assumptions and will be conditioned upon certain representations made by us as to factual matters, including representations regarding the nature of our assets and the future conduct of our business. Moreover, our qualification and taxation as a REIT depend on our ability to meet, on a continuing basis, through actual results, certain qualification tests set forth in the U.S. federal income tax laws. Those qualification tests involve the percentage of our gross income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our stock ownership and the percentage of our earnings that we distribute. Morrison & Foerster LLP will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that the actual results of our operations for any particular taxable year will satisfy such requirements. Morrison & Foerster's opinion will not foreclose the possibility that we may have to use one or more of the REIT savings provisions described below, which may require us to pay a material excise or penalty tax in order to maintain our REIT qualification. For a discussion of the tax consequences of our failure to maintain our qualification as a REIT, see "—Failure to Qualify as a REIT" below.

If we qualify as a REIT, we generally will not be subject to U.S. federal income tax on the taxable income that we distribute to our stockholders because we will be entitled to a deduction for dividends that we pay. Such tax treatment avoids the "double taxation," or taxation at both the corporate and stockholder levels, that generally results from owning stock in a corporation. In general, income generated by a REIT is taxed only at the stockholder level if such income is distributed by the REIT to its stockholders. However, we will be subject to U.S. federal income tax in the following circumstances:

In addition, we may be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on our assets and operations. We also could be subject to tax in situations and on transactions not presently contemplated.

A REIT is a corporation, trust or association that satisfies each of the following requirements:

We must satisfy requirements 1 through 4, and 8 during our entire taxable year and must satisfy requirement 5 during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Requirements 5 and 6 will not apply to us for our short taxable year ending December 31, 2014. If we comply with certain requirements for ascertaining the beneficial ownership of our outstanding stock in a taxable year and have no reason to know that we violated requirement 6, we will be deemed to have satisfied requirement 6 for that taxable year. For purposes of determining stock ownership under requirement 6, an "individual" generally includes a supplemental unemployment compensation benefits plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes. An "individual," however, generally does not include a trust that is a qualified employee pension or profit sharing trust under the U.S. federal income tax laws, and beneficiaries of such a trust will be treated as holding our stock in proportion to their actuarial interests in the trust for purposes of requirement 6.

Our charter provides for restrictions regarding the ownership and transfer of shares of our capital stock. We believe that we will issue sufficient stock with enough diversity of ownership to allow us to satisfy requirements 5 and 6 above. The restrictions in our charter are intended, among other things, to assist us in satisfying requirements 5 and 6 described above. These restrictions, however, may not ensure that we will be able to satisfy such share ownership requirements in all cases. If we fail to satisfy these share ownership requirements, our qualification as a REIT may terminate.

For purposes of requirement 8, we have adopted December 31 as our year end, and thereby satisfy this requirement.

Qualified REIT Subsidiaries. A "qualified REIT subsidiary" generally is a corporation, all of the stock of which is owned, directly or indirectly, by a REIT and that is not treated as a TRS. A corporation that is a "qualified REIT subsidiary" is treated as a division of the REIT that owns, directly or indirectly, all of its stock and not as a separate entity for U.S. federal income tax purposes. Thus, all assets, liabilities, and items of income, deduction, and credit of a "qualified REIT subsidiary" are treated as assets, liabilities, and items of income, deduction, and credit of the REIT that directly or indirectly owns the qualified REIT subsidiary. Consequently, in applying the REIT requirements described herein, the separate existence of any "qualified REIT subsidiary" that we own will be ignored, and all assets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as our assets, liabilities, and items of income, deduction, and credit.

Other Disregarded Entities and Partnerships. An unincorporated domestic entity, such as a partnership or limited liability company, that has a single owner, as determined under U.S. federal income tax laws, generally is not treated as an entity separate from its owner for U.S. federal income tax purposes. We own various direct and indirect interests in entities that are classified as partnerships and limited liability companies for state law purposes. Nevertheless, many of these entities currently are not treated as entities separate from their owners for U.S. federal income tax purposes because such entities are treated as having a single owner for U.S. federal income tax purposes. Consequently, the

assets and liabilities, and items of income, deduction, and credit, of such entities will be treated as our assets and liabilities, and items of income, deduction, and credit, for U.S. federal income tax purposes, including the application of the various REIT qualification requirements.

An unincorporated domestic entity with two or more owners, as determined under the U.S. federal income tax laws, generally is taxed as a partnership for U.S. federal income tax purposes. In the case of a REIT that is an owner in an entity that is taxed as a partnership for U.S. federal income tax purposes, the REIT is treated as owning its proportionate share of the assets of the entity and as earning its allocable share of the gross income of the entity for purposes of the applicable REIT qualification tests. Thus, our proportionate share of the assets and items of gross income of our operating partnership and any other partnership, joint venture, or limited liability company that is taxed as a partnership for U.S. federal income tax purposes is treated as our assets and items of gross income for purposes of applying the various REIT qualification tests. For purposes of the 10% value test (described in "—Asset Tests"), our proportionate share is based on our proportionate interest in the equity interests and certain debt securities issued by the entity. For all of the other asset and income tests, our proportionate share is based on our proportionate interest in the capital of the entity.

We have control of our operating partnership and intend to operate it in a manner consistent with the requirements for our qualification as a REIT. We may from time to time be a limited partner or non-managing member in a partnership or limited liability company. If a partnership or limited liability company in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.

Taxable REIT Subsidiaries. A REIT is permitted to own, directly or indirectly, up to 100% of the stock of one or more TRSs. The subsidiary and the REIT generally must jointly elect to treat the subsidiary as a TRS. However, a corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the securities is automatically treated as a TRS without an election.

Unlike a qualified REIT subsidiary, the separate existence of a TRS is not ignored for U.S. federal income tax purposes and a TRS is a fully taxable corporation subject to U.S. federal corporate income tax on its earnings. Restrictions imposed on REITs and their TRSs are intended to ensure that TRSs will be subject to appropriate levels of U.S. federal income taxation. These restrictions limit the deductibility of interest paid or accrued by a TRS to its parent REIT and impose a 100% excise tax on transactions between a TRS and its parent REIT or the REIT's tenants that are not conducted on an arm's-length basis. Dividends paid to us from a TRS, if any, will be treated as dividend income received from a corporation. The foregoing treatment of TRSs may reduce the cash flow generated by us and our subsidiaries in the aggregate and our ability to make distributions to our stockholders and may affect our compliance with the gross income tests and asset tests.

A TRS generally may be used by a REIT to undertake indirectly activities that the REIT requirements might otherwise preclude the REIT from doing directly, such as the provision of noncustomary tenant services or the disposition of property held for sale to customers. See "—Gross Income Tests—Rents from Real Property" and "—Gross Income Tests—Prohibited Transactions."

We must satisfy two gross income tests annually to qualify and maintain our qualification as a REIT. First, at least 75% of our gross income for each taxable year generally must consist of the following:

Second, in general, at least 95% of our gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of stock or securities, or any combination of these.

Cancellation of indebtedness income and gross income from a sale of property that we hold primarily for sale to customers in the ordinary course of business will be excluded from gross income for purposes of the 75% and 95% gross income tests. In addition, gains from "hedging transactions," as defined in "—Hedging Transactions," that are clearly and timely identified as such will be excluded from gross income for purposes of the 75% and 95% gross income tests. Finally, certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests.

The following paragraphs discuss the specific application of certain relevant aspects of the gross income tests to us.

Rents from Real Property. Rent that we receive for the use of our real property will qualify as "rents from real property," which is qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met:

First, the rent must not be based in whole or in part on the income or profits of any person. However, participating rent will qualify as "rents from real property" if it is based on percentages of receipts or sales and the percentages generally:

We intend to set and accept rents which are fixed dollar amounts or a fixed percentage of gross revenue, and not to any extent determined by reference to any person's income or profits, in compliance with the rules above.

Second, we generally must not own, actually or constructively, 10% or more of the stock or the assets or net profits of any tenant, referred to as a "related-party tenant." The constructive ownership rules generally provide that, if 10% or more in value of our stock is owned, directly or indirectly, by or for any person, we are considered as owning the stock owned, directly or indirectly, by or for such

person. Because the constructive ownership rules are broad and it is not possible to monitor direct and indirect transfers of our stock continually, no assurance can be given that such transfers or other events of which we have no knowledge will not cause us to own constructively 10% or more of a tenant (or a subtenant, in which case only rent attributable to the subtenant is disqualified). Notwithstanding the foregoing, under an exception to the related-party tenant rule, rent that we receive from a TRS will qualify as "rents from real property" as long as (1) at least 90% of the leased space in the property is leased to persons other than TRSs and related-party tenants, and (2) the amount paid by the TRS to rent space at the property is substantially comparable to rents paid by other tenants of the property for comparable space.

Third, we must not furnish or render noncustomary services, other than a de minimis amount of noncustomary services, to the tenants of our properties other than through an independent contractor from whom we do not derive or receive any income or a TRS. However, we generally may provide services directly to our tenants to the extent that such services are "usually or customarily rendered" in connection with the rental of space for occupancy only and are not considered to be provided for the tenants' convenience. In addition, we may provide a minimal amount of noncustomary services to the tenants of a property, other than through an independent contractor from whom we do not derive or receive any income or a TRS, as long as the income attributable to the services (valued at not less than 150% of the direct cost of performing such services) does not exceed 1% of our gross income from the related property. If the rent from a lease does not qualify as "rents from real property" because we furnish noncustomary services having a value in excess of 1% of our gross income from the related property to the tenants of the property, other than through a qualifying independent contractor or a TRS, none of the rent from the property will qualify as "rents from real property." We do not intend to provide any noncustomary services to our tenants unless such services are provided through independent contractors from whom we do not derive or receive any income or TRSs.

Fourth, rent attributable to any personal property leased in connection with a lease of real property will not qualify as "rents from real property" if the rent attributable to such personal property exceeds 15% of the total rent received under the lease. If a portion of the rent that we receive from a property does not qualify as "rents from real property" because the rent attributable to personal property exceeds 15% of the total rent for a taxable year, the portion of the rent attributable to personal property will not be qualifying income for purposes of either the 75% or 95% gross income test.

We intend to lease substantially all of our properties under triple-net leases with terms ranging from one to three years and pursuant to which the tenant is responsible for substantially all of the operating expenses related to the property, including taxes, maintenance, water usage and insurance. We expect our leases generally will require the tenant to pay fixed rent in advance. However, some of our leases may provide for rents based on a fixed percentage of gross revenue. We intend to structure any such leases in a manner intended to qualify the rent thereunder as "rents from real property." We do not intend to lease significant amounts of personal property pursuant to our leases. Although no authority addresses the treatment of row crop and permanent crop farmland for purposes of the REIT income tests, generally we do not expect rent received pursuant to our leases would be attributable to significant amounts of personal property for U.S. federal income tax purposes. Moreover, we do not intend to perform any services other than customary ones for our tenants unless such services are provided through independent contractors or a TRS. Accordingly, we believe rents received under our leases generally will qualify as "rents from real property" and any income attributable to noncustomary services or personal property will not jeopardize our ability to qualify as a REIT. However, there can be no assurance that the IRS would not challenge our conclusions, including the calculation of our personal property ratios, or that a court would agree with our conclusions. If such a challenge were successful, we could fail to satisfy the 75% or 95% gross income test and thus potentially lose our REIT status.

Interest. For purposes of the 75% and 95% gross income tests, the term "interest" generally does not include any amount received or accrued, directly or indirectly, if the determination of such amount depends in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "interest" solely because it is based on a fixed percentage or percentages of receipts or sales. Furthermore, to the extent that interest from a loan that is based on the profit or net cash proceeds from the sale of the property securing the loan constitutes a "shared appreciation provision," income attributable to such participation feature will be treated as gain from the sale of the secured property.

We may provide senior secured first lien mortgage loans for the purchase of farmland and properties related to farming. Interest on debt secured by mortgages on real property or on interests in real property, including, for this purpose, prepayment penalties, loan assumption fees and late payment charges that are not compensation for services, generally is qualifying income for purposes of the 75% gross income test. In general, under applicable Treasury Regulations, if a loan is secured by real property and other property and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan determined as of the date we agreed to acquire or originate the loan then a portion of the interest income from such loan will not be qualifying income for purposes of the 75% gross income test, but will be qualifying income for purposes of the 95% gross income test. We anticipate that the interest on our senior secured first lien mortgage loans generally would be treated as qualifying income for purposes of the 75% gross income test.

Prohibited Transactions. A REIT will incur a 100% tax on the net income derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. Net income derived from such prohibited transactions is excluded from gross income for purposes of the 75% and 95% gross income tests. Whether a REIT holds an asset "primarily for sale to customers in the ordinary course of a trade or business" depends on the facts and circumstances that exist from time to time, including those related to a particular asset. A safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction is available if the following requirements are met:

We will attempt to comply with the terms of the foregoing safe-harbor. However, we cannot assure you that we will be able to comply with the safe-harbor provisions or that we will avoid owning

property that may be characterized as property held "primarily for sale to customers in the ordinary course of a trade or business." We may hold and dispose of certain properties through a TRS if we conclude that the sale or other disposition of such property may not fall within the safe-harbor provisions. The 100% prohibited transactions tax will not apply to gains from the sale of property by a TRS, although such income will be taxed to the TRS at U.S. federal corporate income tax rates.

Foreclosure Property. We generally will be subject to tax at the maximum corporate rate on any net income from foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test. Gross income from foreclosure property will qualify under the 75% and 95% gross income tests.

Hedging Transactions. From time to time, we or our subsidiaries may enter into hedging transactions with respect to one or more of our or our subsidiaries' assets or liabilities. Our or our subsidiaries' hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase such items, and futures and forward contracts. Income and gain from "hedging transactions" will be excluded from gross income for purposes of both the 75% and 95% gross income tests. A "hedging transaction" means either (1) any transaction entered into in the normal course of our or our subsidiaries' trade or business primarily to manage the risk of interest rate, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets or (2) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain). We are required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and to satisfy other identification requirements. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT; however, no assurance can be given that our hedging activities will give rise to income that is excluded from gross income or qualifies for purposes of either or both of the gross income tests.

Failure to Satisfy Gross Income Tests. We intend to monitor our sources of income, including any non-qualifying income received by us, and manage our assets so as to ensure our compliance with the gross income tests. If we fail to satisfy one or both of the gross income tests for any taxable year, we nevertheless may qualify as a REIT for that year if we qualify for relief under certain provisions of the U.S. federal income tax laws. Those relief provisions are available if:

We cannot predict, however, whether any failure to meet these tests will qualify for the relief provisions. In addition, as discussed above in "—Taxation of Our Company," even if the relief provisions apply, we would incur a 100% tax on the gross income attributable to the greater of (1) the amount by which we fail the 75% gross income test, or (2) the amount by which we fail the 95% gross income test, multiplied, in either case, by a fraction intended to reflect our profitability.

To qualify as a REIT, we also must satisfy the following asset tests at the end of each quarter of each taxable year.

First, under the "75% asset test," at least 75% of the value of our total assets generally must consist of:

Second, under the "5% asset test," of our assets that are not qualifying assets for purposes of the 75% asset test described above, the value of our interest in any one issuer's securities may not exceed 5% of the value of our total assets.

Third, of our assets that are not qualifying assets for purposes of the 75% asset test described above, we may not own more than 10% of the voting power of any one issuer's outstanding securities, or the "10% vote test," or more than 10% of the value of any one issuer's outstanding securities, or the "10% value test."

Fourth, no more than 25% of the value of our total assets may consist of the securities of one or more TRSs.

Fifth, no more than 25% of the value of our total assets may consist of the securities of TRSs and other assets that are not qualifying assets for purposes of the 75% asset test.

For purposes of the 5% asset test, the 10% vote test and the 10% value test, the term "securities" does not include securities that qualify under the 75% asset test, securities of a TRS and equity interests in an entity taxed as a partnership for U.S. federal income tax purposes. For purposes of the 10% value test, the term "securities" also does not include: certain "straight debt" securities; any loan to an individual or an estate; most rental agreements and obligations to pay rent; any debt instrument issued by an entity taxed as a partnership for U.S. federal income tax purposes in which we are an owner to the extent of our proportionate interest in the debt and equity securities of the entity; and any debt instrument issued by an entity taxed as a partnership for U.S. federal income tax purposes if at least 75% of the entity's gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in "—Gross Income Tests."

As noted above, we may provide senior secured first lien mortgage loans for the purchase of farmland and properties related to farming. Although the law is not entirely clear, if a loan is secured by real property and other property and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as of the date we agreed to acquire or originate the loan, a portion of the loan likely will be a non-qualifying asset for purposes of the 75% asset test. Unless the loan falls within one of the exceptions referenced in the previous paragraph, the non-qualifying portion of such a loan may be subject to, among other requirements, the 10% value test. IRS Revenue Procedure 2011-16 provides a safe harbor under which the IRS has stated that it will not challenge a REIT's treatment of a loan as being, in part, a qualifying real estate asset in an amount equal to the lesser of: (1) the fair market value of the real property securing the loan determined as of the date the REIT committed to acquire the loan; or (2) the fair market value of the loan on the date of the relevant quarterly REIT asset testing date. Under the safe harbor, when the current value of a mortgage loan exceeds the fair market value of the real property that secures the loan, determined as of the date we committed to acquire or originate the loan, the excess will be treated as a non-qualifying asset. We anticipate that our senior secured first lien mortgage loans generally would be treated as qualifying assets for the 75% asset test.

We believe that the assets that we will hold after consummation of this offering satisfy the foregoing asset test requirements. We will not obtain, nor are we required to obtain under the U.S. federal income tax laws, independent appraisals to support our conclusions as to the value of our assets and securities. Moreover, the values of some assets may not be susceptible to a precise determination. As a result, there can be no assurance that the IRS will not contend that our ownership of securities and other assets violates one or more of the asset tests applicable to REITs.

Failure to Satisfy Asset Tests. We will monitor the status of our assets for purposes of the various asset tests and will manage our portfolio in order to comply at all times with such tests. Nevertheless, if we fail to satisfy the asset tests at the end of a calendar quarter, we will not lose our REIT status if:

If we did not satisfy the condition described in the second bullet point immediately above, we still could avoid REIT disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which the discrepancy arose.

In the event that we violate the 5% asset test, the 10% vote test or the 10% value test described above, we will not lose our REIT status if (1) the failure is de minimis (up to the lesser of 1% of our assets or $10 million) and (2) we dispose of assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure. In the event of a failure of any of such asset tests other than a de minimis failure, as described in the preceding sentence, we will not lose our REIT status if (1) the failure was due to reasonable cause and not to willful neglect, (2) we file a description of each asset causing the failure with the IRS, (3) we dispose of assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify the failure, and (4) we pay a tax equal to the greater of $50,000 or the highest U.S. federal corporate income tax rate (currently 35%) multiplied by the net income from the nonqualifying assets during the period in which we failed to satisfy the asset tests.

Each taxable year, we must make distributions, other than capital gain dividend distributions and deemed distributions of retained capital gain, to our stockholders in an aggregate amount at least equal to:

Generally, we must pay such distributions in the taxable year to which they relate, or in the following taxable year if either (1) we declare the distribution before we timely file our U.S. federal income tax return for the year and pay the distribution on or before the first regular dividend payment date after such declaration or (2) we declare the distribution in October, November, or December of the taxable year, payable to stockholders of record on a specified day in any such month, and we actually pay the dividend before the end of January of the following year. In both instances, these distributions relate to our prior taxable year for purposes of the annual distribution requirement to the extent of our earnings and profits for such prior taxable year.

We will pay U.S. federal income tax on any taxable income, including net capital gain, that we do not distribute to our stockholders. Furthermore, if we fail to distribute during a calendar year, or by the end of January of the following calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of:

we will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually distributed.

We may elect to retain and pay U.S. federal income tax on the net long-term capital gain that we receive in a taxable year. If we so elect, we will be treated as having distributed any such retained amount for purposes of the 4% nondeductible excise tax described above. We intend to make timely distributions sufficient to satisfy the annual distribution requirement and to minimize U.S. federal corporate income tax and avoid the 4% nondeductible excise tax.

It is possible that, from time to time, we may experience timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving at our REIT taxable income. Further, it is possible that, from time to time, we may be allocated a share of net capital gain from an entity taxed as a partnership for U.S. federal income tax purposes in which we own an interest that is attributable to the sale of depreciated property that exceeds our allocable share of cash attributable to that sale. As a result of the foregoing, we may have less cash than is necessary to make distributions to our stockholders that are sufficient to avoid U.S. federal corporate income tax and the 4% nondeductible excise tax imposed on certain undistributed income or even to meet the annual distribution requirement. In such a situation, we may need to borrow funds or issue additional stock or, if possible, pay dividends consisting, in whole or in part, of our stock or debt securities.

In order for distributions to be counted as satisfying the annual distribution requirement applicable to REITs and to provide us with a REIT-level tax deduction, the distributions must not be "preferential dividends." A distribution is not a preferential dividend if the distribution is (1) pro rata among all outstanding shares within a particular class, and (2) in accordance with the preferences among different classes of stock as set forth in our organizational documents.

Under certain circumstances, we may be able to correct a failure to meet the distribution requirement for a year by paying "deficiency dividends" to our stockholders in a later year. We may include such deficiency dividends in our deduction for dividends paid for the earlier year. Although we may be able to avoid income tax on amounts distributed as deficiency dividends, we will be required to pay interest to the IRS based on the amount of any deduction we take for deficiency dividends.

We must maintain certain records in order to qualify as a REIT. To avoid paying monetary penalties, we must demand, on an annual basis, information from certain of our stockholders designed to disclose the actual ownership of our outstanding stock, and we must maintain a list of those persons failing or refusing to comply with such demand as part of our records. A stockholder that fails or refuses to comply with such demand is required by the Treasury Regulations to submit a statement with its tax return disclosing the actual ownership of our stock and other information. We intend to comply with these recordkeeping requirements.

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. In addition, there are relief provisions available under the Code for a failure of the gross income tests and asset tests, as described in "—Gross Income Tests" and "—Asset Tests."

If we were to fail to qualify as a REIT in any taxable year, and no relief provision applied, we would be subject to U.S. federal income tax on our taxable income at U.S. federal corporate income tax rates and any applicable alternative minimum tax. In calculating our taxable income for a year in which we failed to qualify as a REIT, we would not be able to deduct amounts distributed to our stockholders, and we would not be required to distribute any amounts to our stockholders for that year. Unless we qualified for relief under the statutory relief provisions described in the preceding paragraph, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to maintain our qualification as a REIT. We cannot predict whether in all circumstances we would qualify for such statutory relief.

For purposes of our discussion, the term "U.S. stockholder" means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is:

If an entity or arrangement taxed as a partnership for U.S. federal income tax purposes (a "partnership") holds our common stock, the U.S. federal income tax treatment of an owner of the partnership generally will depend on the status of the owner and the activities of the partnership. Partnerships and their owners should consult their tax advisors regarding the consequences of the ownership and disposition of our common stock by the partnership.

Distributions. If we qualify as a REIT, distributions made out of our current and accumulated earnings and profits that we do not designate as capital gain dividends will be ordinary dividend income to taxable U.S. stockholders. A corporate U.S. stockholder will not qualify for the dividends-received deduction generally available to corporations. Our ordinary dividends also generally will not qualify for the preferential long-term capital gain tax rate applicable to "qualified dividends" unless certain holding period requirements are met and such dividends are attributable to (i) qualified dividends received by us from non-REIT corporations, such as any TRSs, or (ii) income recognized by us and on which we have paid U.S. federal corporate income tax. We do not expect a meaningful portion of our ordinary dividends to be eligible for taxation as qualified dividends.

Any distribution we declare in October, November, or December of any year that is payable to a U.S. stockholder of record on a specified date in any of those months and is attributable to our current and accumulated earnings and profits for such year will be treated as paid by us and received by the U.S. stockholder on December 31 of that year, provided that we actually pay the distribution during January of the following calendar year.

Distributions to a U.S. stockholder which we designate as capital gain dividends generally will be treated as long-term capital gain, without regard to the period for which the U.S. stockholder has held our stock. A corporate U.S. stockholder may be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect to retain and pay U.S. federal corporate income tax on the net long-term capital gain that we receive in a taxable year. In that case, to the extent that we designate such amount in a timely notice to our stockholders, a U.S. stockholder would be taxed on its proportionate share of our undistributed long-term capital gain. The U.S. stockholder would receive a credit or refund for its proportionate share of the U.S. federal corporate income tax we paid. The U.S. stockholder would increase its basis in our common stock by the amount of its proportionate share of our undistributed long-term capital gain, minus its share of the U.S. federal corporate income tax we paid.

A U.S. stockholder will not incur U.S. federal income tax on a distribution in excess of our current and accumulated earnings and profits if the distribution does not exceed the U.S. stockholder's adjusted basis in our common stock. Instead, the distribution will reduce the U.S. stockholder's adjusted basis in our common stock. The excess of any distribution to a U.S. stockholder over both its share of our current and accumulated earnings and profits and its adjusted basis will be treated as capital gain and long-term capital gain if the stock has been held for more than one year.

We will notify U.S. stockholders after the close of our taxable year as to the portions of the distributions attributable to that taxable year that constitute ordinary income, return of capital and capital gain.

Dispositions. In general, a U.S. stockholder will recognize gain or loss on the sale or other taxable disposition of our stock in an amount equal to the difference between (i) the sum of the fair market value of any property and the amount of cash received in such disposition and (ii) the U.S. stockholder's adjusted tax basis in such stock. Such gain or loss generally will be long-term capital gain or loss if the U.S. stockholder has held such stock for more than one year and short-term capital gain or loss otherwise. However, a U.S. stockholder must treat any loss on a sale or exchange of our common stock held by such stockholder for six months or less as a long-term capital loss to the extent of capital gain dividends and any other actual or deemed distributions from us that such U.S. stockholder treats as long-term capital gain. All or a portion of any loss that a U.S. stockholder realizes on a taxable disposition of shares of our common stock may be disallowed if the U.S. stockholder purchases other shares of our common stock within 30 days before or after the disposition. Capital losses generally are available only to offset capital gains of the stockholder except in the case of individuals, who may offset up to $3,000 of ordinary income each year.

Other Considerations. U.S. stockholders may not include in their individual U.S. federal income tax returns any of our net operating losses or capital losses. Instead, these losses are generally carried over by us for potential offset against our future income. Taxable distributions from us and gain from the disposition of our common stock will not be treated as passive activity income and, therefore, U.S. stockholders generally will not be able to apply any "passive activity losses" against such income. In addition, taxable distributions from us and gain from the disposition of our common stock generally will be treated as investment income for purposes of the investment interest limitations.

Tax Rates. The maximum U.S. federal income tax rate on ordinary income and short-term capital gains applicable to U.S. stockholders that are taxed at individual rates currently is 39.6%, and the maximum U.S. federal income tax rate on long-term capital gains applicable to U.S. stockholders that are taxed at individual rates currently is 20%. However, the maximum tax rate on long-term capital gain from the sale or exchange of "section 1250 property" (i.e., generally, depreciable real property) is 25% to the extent the gain would have been treated as ordinary income if the property were "section 1245 property" (i.e., generally, depreciable personal property). We generally will designate

whether a distribution that we designate as a capital gain dividend (and any retained capital gain that we are deemed to distribute) is attributable to the sale or exchange of "section 1250 property."

Additional Medicare Tax. Certain U.S. stockholders, including individuals, estates and trusts, will be subject to an additional 3.8% tax, which, for individuals, applies to the lesser of (i) "net investment income" or (ii) the excess of "modified adjusted gross income" over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). "Net investment income" generally equals the taxpayer's gross investment income reduced by the deductions that are allocable to such income. Investment income generally includes passive income such as interest, dividends, annuities, royalties, rents and capital gains.

Tax-exempt entities, including qualified employee pension and profit sharing trusts, or "qualified trusts," and individual retirement accounts and annuities, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their "unrelated business taxable income," or UBTI. Amounts that we distribute to tax-exempt stockholders generally should not constitute UBTI. However, if a tax-exempt stockholder were to finance its acquisition of our common stock with debt, a portion of the distribution that it received from us would constitute UBTI pursuant to the "debt-financed property" rules. Furthermore, social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans that are exempt from taxation under special provisions of the U.S. federal income tax laws are subject to different UBTI rules, which generally will require them to characterize distributions that they receive from us as UBTI.

Finally, in certain circumstances, a qualified trust that owns more than 10% of the value of our stock must treat a percentage of the dividends that it receives from us as UBTI. Such percentage is equal to the gross income that we derive from unrelated trades or businesses, determined as if we were a qualified trust, divided by our total gross income for the year in which we pay the dividends. Such rule applies to a qualified trust holding more than 10% of the value of our stock only if:

For purposes of our discussion, the term "non-U.S. stockholder" means a beneficial owner of our common stock that is not a U.S. stockholder, an entity or arrangement taxed as a partnership for U.S. federal income tax purposes or a tax-exempt stockholder. The rules governing U.S. federal income taxation of non-U.S. stockholders, including nonresident alien individuals, foreign corporations, foreign

partnerships and other foreign stockholders, are complex. This section is only a summary of certain of those rules.

We urge non-U.S. stockholders to consult their own tax advisors to determine the impact of U.S. federal, state, local and foreign income tax laws on the acquisition, ownership and disposition of our common stock, including any reporting requirements.

Distributions. Distributions to a non-U.S. stockholder (i) out of our current and accumulated earnings and profits, (ii) not attributable to gain from our sale or exchange of a "United States real property interest," or a USRPI, and (iii) not designated by us as a capital gain dividend will be subject to a withholding tax at a rate of 30% unless:

A non-U.S. stockholder generally will be subject to U.S. federal income tax at graduated rates on any distribution treated as effectively connected with the non-U.S. stockholder's conduct of a U.S. trade or business in the same manner as a U.S. stockholder. In addition, a corporate non-U.S. stockholder may be subject to a 30% branch profits tax with respect to any such distribution.

A non-U.S. stockholder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if such excess does not exceed such non-U.S. stockholder's adjusted basis in our common stock. Instead, the excess portion of such distribution will reduce the non-U.S. stockholder's adjusted basis in our common stock. The excess of a distribution over both our current and accumulated earnings and profits and the non-U.S. stockholder's adjusted basis in our common stock will be taxed, if at all, as gain from the sale or disposition of our common stock. See "—Dispositions" below. Under FIRPTA (discussed below), we may be required to withhold 10% of the portion of any distribution that exceeds our current and accumulated earnings and profits.

Because we generally cannot determine at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, we may withhold tax at a rate of 30% (or such lower rate as may be provided under an applicable tax treaty) on the entire amount of any distribution. To the extent that we do not do so, we nevertheless may withhold at a rate of 10% on any portion of a distribution not subject to withholding at a rate of 30%. A non-U.S. stockholder may obtain a refund of amounts that we withhold if we later determine that a distribution in fact exceeded our current and accumulated earnings and profits.

Under the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, distributions attributable to capital gains from the sale or exchange by us of USRPIs are treated like income effectively connected with the conduct of a U.S. trade or business, generally are subject to U.S. federal income taxation in the same manner and at the same rates applicable to U.S. stockholders and, with respect to corporate non-U.S. stockholders, may be subject to a 30% branch profits tax. However, these distributions will not be subject to tax under FIRPTA, and will instead be taxed in the same manner as distributions described above, if:

We expect that our common stock will be regularly traded on an established securities market in the United States following this offering. If our common stock is not regularly traded on an established securities market in the United States or if a non-U.S. stockholder owned more than 5% of our

outstanding common stock any time during the one-year period preceding the distribution, capital gain distributions to such non-U.S. stockholder attributable to our sales of USRPIs would be subject to tax under FIRPTA. We are required to withhold 35% of any distribution to a non-U.S. stockholder owning more than 5% of the relevant class of shares that could be designated by us as a capital gain dividend. Any amount so withheld is creditable against the non-U.S. stockholder's U.S. federal income tax liability.

A distribution to a non-U.S. stockholder attributable to capital gains from the sale or exchange of non-USRPIs will not be subject to U.S. federal income taxation unless such distribution is effectively connected with a U.S. trade or business conducted by such U.S. stockholder, in which case such distribution generally would be subject to U.S. federal income taxation in the same manner and at the same rates applicable to U.S. stockholders and, with respect to corporate non-U.S. stockholders, may be subject to a 30% branch profits tax.

Although not free from doubt, amounts we designate as retained capital gains in respect of the common stock held by U.S. stockholders generally should be treated with respect to non-U.S. stockholders in the same manner as actual distributions by us of capital gain dividends. Under this approach, a non-U.S. stockholder would be able to offset as a credit against its U.S. federal income tax liability resulting from its proportionate share of the tax paid by us on such retained capital gains, and to receive from the IRS a refund to the extent the non-U.S. stockholder's proportionate share of such tax paid by us exceeds its actual U.S. federal income tax liability, provided that the non-U.S. stockholder furnishes required information to the IRS on a timely basis.

Dispositions. Non-U.S. stockholders may incur tax under FIRPTA with respect to gain recognized on a disposition of our common stock unless one of the applicable exceptions described below applies. Any gain subject to tax under FIRPTA generally will be taxed in the same manner as it would be in the hands of U.S. stockholders, except that corporate non-U.S. stockholders also may be subject to a 30% branch profits tax. In addition, the purchaser of such common stock could be required to withhold 10% of the purchase price for such stock and remit such amount to the IRS.

Non-U.S. stockholders generally will not incur tax under FIRPTA with respect to gain on a sale of our common stock as long as, at all times during a specified testing period, we are "domestically controlled," i.e., non-U.S. persons hold, directly or indirectly, less than 50% in value of our outstanding stock. We cannot assure you that we will be domestically controlled. In addition, even if we are not domestically controlled, if our common stock is "regularly traded" on an established securities market, a non-U.S. stockholder that owned, actually or constructively, 5% or less of our outstanding common stock at all times during a specified testing period will not incur tax under FIRPTA on gain from a sale of our common stock. We expect that shares of our common stock will be "regularly traded" on an established securities market following this offering. Accordingly, we expect that a non-U.S. stockholder that has not owned more than 5% of our common stock at any time during the five-year period prior to such sale will not incur tax under FIRPTA on gain from a sale of our common stock.

A non-U.S. stockholder generally will incur tax on gain from a disposition of our common stock not subject to FIRPTA if:

We will report to our stockholders and to the IRS the amount of distributions that we pay during each calendar year, and the amount of tax that we withhold, if any. Under the backup withholding rules, a stockholder may be subject to backup withholding (at a rate of 28%) with respect to distributions unless the stockholder:

A stockholder who does not provide us with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the stockholder's U.S. federal income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any stockholders who fail to certify their non-foreign status to us.

Backup withholding generally will not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. stockholder provided that such non-U.S. stockholder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as providing a valid IRS Form W-8BEN or W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a "U.S. person" that is not an exempt recipient. Payments of the proceeds from a disposition or a redemption of our common stock that occurs outside the U.S. by a non-U.S. stockholder made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that demonstrates that the beneficial owner is a non-U.S. stockholder and specified conditions are met or an exemption is otherwise established. Payment of the proceeds from a disposition of our stock by a non-U.S. stockholder made by or through the U.S. office of a broker generally is subject to information reporting and backup withholding unless the non-U.S. stockholder certifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements, or otherwise establishes an exemption from information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the stockholder's U.S. federal income tax liability if certain required information is furnished to the IRS. Stockholders should consult their own tax advisors regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding.

The Foreign Account Tax Compliance Act ("FATCA") imposes a U.S. federal withholding tax on certain types of payments made to "foreign financial institutions" and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification obligation requirements are satisfied. FATCA generally imposes a U.S. federal withholding tax at a rate of 30% on dividends on, and gross proceeds from the sale or other disposition of, our stock if paid to a foreign entity unless either (i) the foreign entity is a "foreign financial institution" that undertakes certain due diligence, reporting, withholding, and certification obligations, or in the case of a foreign financial institution that is a resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA, the entity complies with the diligence and reporting requirements of such agreement, (ii) the

foreign entity is not a "foreign financial institution" and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is excepted under FATCA. If we determine withholding is appropriate in respect of our common stock, we may withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding. However, under delayed effective dates provided for in the Treasury Regulations and other IRS guidance, such required withholding will not begin until July 1, 2014 with respect to dividends on our common stock, and January 1, 2017 with respect to gross proceeds from a sale or other disposition of our common stock.

If withholding is required under FATCA on a payment related to our common stock, holders of our common stock that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). You should consult your own tax advisor regarding the effect of FATCA on an investment in our common stock.

Tax Aspects of Our Investments in Our Operating Partnership and Other Subsidiary Partnerships

The following discussion summarizes the material U.S. federal income tax considerations that are applicable to our direct and indirect investments in our operating partnership and our other subsidiaries that are taxed as partnerships for U.S. federal income tax purposes, each individually referred to as a "Partnership" and, collectively, as the "Partnerships." The following discussion does not address state or local tax laws or any U.S. federal tax laws other than income tax laws.

We are required to include in our income our distributive share of each Partnership's income and to deduct our distributive share of each Partnership's losses but only if such Partnership is classified for U.S. federal income tax purposes as a partnership rather than as a corporation or an association taxable as a corporation. An unincorporated entity with at least two owners, as determined for U.S. federal income tax purposes, will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it:

Under the check-the-box regulations, an unincorporated entity with at least two owners may elect to be classified either as an association taxable as a corporation or as a partnership for U.S. federal income tax purposes. If such an entity does not make an election, it generally will be taxed as a partnership for U.S. federal income tax purposes. Our operating partnership intends to be classified as a partnership for U.S. federal income tax purposes and will not elect to be treated as an association taxable as a corporation under the check-the-box regulations.

A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. A publicly traded partnership generally is treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership's gross income consisted of specified passive income, including real property rents, gains from the sale or other disposition of real property, interest, and dividends, or the "90% passive income exception." The Treasury Regulations provide limited safe harbors from treatment as a publicly traded partnership. Pursuant to one of those safe harbors, interests in a partnership will not be treated as readily tradable on a secondary market or the substantial equivalent thereof if (1) all interests in the partnership were issued in a transaction or transactions that were not required to be registered under the Securities Act of 1933, as amended, and

(2) the partnership does not have more than 100 partners at any time during the partnership's taxable year. In determining the number of partners in a partnership, a person owning an interest in a partnership, grantor trust, or S corporation that owns an interest in the partnership is treated as a partner in such partnership only if (1) substantially all of the value of the owner's interest in the entity is attributable to the entity's direct or indirect interest in the partnership and (2) a principal purpose of the use of the entity is to permit the partnership to satisfy the 100-partner limitation. If any Partnership does not qualify for any safe harbor and is treated as a publicly traded partnership, we believe that such Partnership would have sufficient qualifying income to satisfy the 90% passive income exception and, therefore, would not be treated as a corporation for U.S. federal income tax purposes.

We have not requested, and do not intend to request, a ruling from the IRS that any Partnership is or will be classified as a partnership for U.S. federal income tax purposes. If, for any reason, a Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, we may not be able to qualify as a REIT, unless we qualify for certain statutory relief provisions. See "—Gross Income Tests" and "—Asset Tests." In addition, any change in a Partnership's status for U.S. federal income tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution. See "—Annual Distribution Requirements." Further, items of income and deduction of such Partnership would not pass through to us, and we would be treated as a stockholder for U.S. federal income tax purposes. Consequently, such Partnership would be required to pay income tax at U.S. federal corporate income tax rates on its net income, and distributions to us would constitute dividends that would not be deductible in computing such Partnership's taxable income.

Partners, Not the Partnerships, Subject to Tax. A Partnership is not a taxable entity for U.S. federal income tax purposes. Rather, we are required to take into account our distributive share of each Partnership's income, gains, losses, deductions, and credits for each taxable year of the Partnership ending with or within our taxable year, even if we receive no distribution from the Partnership for that year or a distribution that is less than our share of taxable income. Similarly, even if we receive a distribution, it may not be taxable if the distribution does not exceed our adjusted tax basis in our interest in the Partnership.

Partnership Allocations. Although an agreement among the owners of an entity taxed as a partnership for U.S. federal income tax purposes generally will determine the allocation of income and losses among the owners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of the U.S. federal income tax laws governing partnership allocations. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the "partners' interests in the partnership," which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the owners with respect to such item.

Tax Allocations With Respect to Contributed Properties. Income, gain, loss, and deduction attributable to appreciated or depreciated property contributed to an entity taxed as a partnership for U.S. federal income tax purposes in exchange for an interest in such entity must be allocated for U.S. federal income tax purposes in a manner such that the contributing owner is charged with, or benefits from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution (the "704(c) Allocations"). The amount of such unrealized gain or unrealized loss, referred to as "built-in gain" or "built-in loss," at the time of contribution is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at that time, referred to as a book-tax difference.

A book-tax difference attributable to depreciable property generally is decreased on an annual basis as a result of the allocation of depreciation deductions to the contributing owner for book purposes, but not for tax purposes. The Treasury Regulations require entities taxed as partnerships for U.S. federal income tax purposes to use a "reasonable method" for allocating items with respect to which there is a book-tax difference and outline several reasonable allocation methods.

Any gain or loss recognized by a partnership on the disposition of contributed properties generally will be allocated first to the partners of the partnership who contributed such properties to the extent of their built-in gain or loss on those properties for U.S. federal income tax purposes, as adjusted to take into account reductions in book-tax differences described in the previous paragraph. Any remaining gain or loss recognized by the partnership on the disposition of the contributed properties generally will be allocated among the partners in accordance with their partnership agreement unless such allocations and agreement do not satisfy the requirements of applicable Treasury Regulations, in which case such allocation will be made in accordance with the "partners' interests in the partnership."

We expect to treat the transfer of our initial properties by the prior investors to our operating partnership as a contribution of such properties pursuant to which our operating partnership will receive a "carryover" tax basis in such properties. As a result, such properties may have significant built-in gain or loss subject to Section 704(c). We expect our operating partnership will adopt the "traditional" method for purposes of allocating items with respect to any book-tax difference attributable to such built-in gain or loss. Under the "traditional method," as well as certain other reasonable methods available to us, built-in gain or loss with respect to our depreciable properties (i) could cause us to be allocated lower amounts of depreciation deductions for tax purposes than for economic purposes and (ii) in the event of a sale of such properties, could cause us to be allocated taxable gain in excess of the economic gain allocated to us as a result of such sale, with a corresponding tax benefit to the contributing partners. We do not expect material amounts of our initial properties will consist of depreciable properties for U.S. federal income tax purposes, although we can provide no assurances that properties acquired by us in the future will not be depreciable.

Basis in Partnership Interest. Our adjusted tax basis in any Partnership interest we own generally will be:

Loss allocated to us in excess of our basis in a Partnership interest will not be taken into account for U.S. federal income tax purposes until we again have basis sufficient to absorb the loss. A reduction of our allocable share of Partnership indebtedness will be treated as a constructive cash distribution to us, and will reduce our adjusted tax basis in the Partnership interest. Distributions, including constructive distributions, in excess of the basis of our Partnership interest will constitute taxable income to us. Such distributions and constructive distributions normally will be characterized as long-term capital gain.

Sale of a Partnership's Property. Generally, any gain realized by a Partnership on the sale of property held for more than one year will be long-term capital gain, except for any portion of the gain treated as depreciation or cost recovery recapture. Our share of any Partnership's gain from the sale of inventory or other property held primarily for sale to customers in the ordinary course of the Partnership's trade or business will be treated as income from a prohibited transaction subject to a 100% tax. See "—Gross Income Tests."

Prospective stockholders should recognize that the present U.S. federal income tax treatment of an investment in us may be modified by legislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in U.S. federal tax laws and interpretations of these laws could adversely affect the tax consequences of your investment.

We and/or you may be subject to taxation by various states and localities, including those in which we or a stockholder transacts business, owns property or resides. The state and local tax treatment may differ from the U.S. federal income tax treatment described above. Consequently, you should consult your own tax advisors regarding the effect of state and local tax laws on an investment in our common stock.

Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp. and Janney Montgomery Scott LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $0.588 per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $0.100 per share to other dealers. After the initial offering, the public offering price, concession or any other term of this offering may be changed.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

The expenses of this offering, not including the underwriting discount, are estimated at approximately $1.3 million and are payable by us. We will pay the filing fees, and up to $10,000 of the

reasonable fees and disbursements of counsel to the underwriters, related to obtaining the required approval of certain terms of this offering from FINRA.

We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 570,000 additional shares at the public offering price, less the underwriting discount, solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter's initial amount reflected in the above table.

We, our executive officers, directors and director nominees and Mr. Hough have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of each of the representatives. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

The restrictions described above shall not apply to bona fide gifts or transfers to family members or trusts for the direct or indirect benefit of the director, director nominee, executive officer or Mr. Hough, or his or her family members, provided in each case that the transferee agrees in writing to be bound by the terms of the lock-up agreement and will also not apply for shares sold in certain instances based on withholding taxes for maturity of restricted stock.

Our common stock has been approved for listing, subject to official notice of issuance, on the NYSE MKT under the symbol "FPI." In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for our common stock. The initial public offering price was determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors considered in determining the initial public offering price are

An active trading market for the shares may not develop. It is also possible that after this offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with this offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. "Naked" short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters' purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the NYSE MKT, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Concurrently with, or shortly after, the completion of this offering and the formation transactions, we expect to enter into a $30.0 million secured revolving credit facility with several lenders, including affiliates of certain of the underwriters. In their capacity as lenders, these affiliates of the underwriters will receive certain financing fees in connection with the credit facility in addition to the underwriting discount payable to the underwriters in connection with this offering.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

The financial statements of Farmland Partners Inc. as of December 31, 2013 and December 5, 2013 and the financial statements of FP Land LLC as of December 31, 2013 and December 31, 2012 and for each of the two years in the period ended December 31, 2013 and the financial statements of Astoria Farms as of December 31, 2013 and December 31, 2012 and for each of the two years in the period ended December 31, 2013 included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The validity of the issuance of the common stock offered hereby and certain federal income tax matters will be passed upon for us by Morrison & Foerster LLP. Certain legal matters relating to this offering will be passed upon for the underwriters by Hunton & Williams LLP.

We maintain a website at www.farmlandpartners.com. Information contained on, or accessible through our website is not incorporated by reference into and does not constitute a part of this prospectus or any other report or documents we file with or furnish to the SEC.

We have filed with the SEC a Registration Statement on Form S-11, including exhibits, schedules and amendments thereto, of which this prospectus is a part, under the Securities Act with respect to the shares of our common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the shares of our common stock to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules thereto. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you, free of charge, on the SEC's website, www.sec.gov.

AS A RESULT OF THIS OFFERING, WE WILL BECOME SUBJECT TO THE INFORMATION AND PERIODIC REPORTING REQUIREMENTS OF THE EXCHANGE ACT AND WILL FILE PERIODIC REPORTS AND OTHER INFORMATION WITH THE SEC. THESE PERIODIC REPORTS AND OTHER INFORMATION WILL BE AVAILABLE FOR INSPECTION AND COPYING AT THE SEC'S PUBLIC REFERENCE FACILITIES AND THE WEBSITE OF THE SEC REFERRED TO ABOVE.

Farmland Partners Inc.

Pro Forma Consolidated Financial Statements

(unaudited)

Farmland Partners Inc. (together with its consolidated subsidiaries, the "Company," "we," "our" or "us") is a Maryland corporation that was formed on September 27, 2013 to succeed to the business of FP Land LLC, a Delaware limited liability company ("FP Land" or our "Predecessor"). The Company has had no corporate or business activity since its formation other than (i) the issuance of 1,000 shares of common stock, par value $0.01 per share ("Common Stock"), for $1,000 in cash in connection with the Company's initial capitalization and (ii) activities in preparation for the Company's initial public offering of its Common Stock (the "Offering") and the formation transactions. Farmland Partners Operating Partnership, LP (our "Operating Partnership") was formed as a Delaware limited partnership on September 27, 2013. Upon completion of the Offering and the related formation transactions described below, we expect our operations to be carried on through our Operating Partnership. At such time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, will be the sole general partner of, and will have control of, our Operating Partnership, and we will own 67.4% of our Operating Partnership on a fully diluted basis. Accordingly, we will consolidate the assets, liabilities and results of operations of our Operating Partnership.

The accompanying pro forma consolidated financial statements include the operations and assets of our Predecessor, which owns 100% of the equity interests in each of PH Farms LLC ("PH Farms") and Cottonwood Valley Land, LLC ("Cottonwood" and, together with PH Farms, the "Ownership Entities"), which directly wholly own the 38 farms and three grain storage facilities that will comprise our initial portfolio. Concurrently with the completion of the Offering, FP Land will merge with and into our Operating Partnership (with our Operating Partnership surviving), which we refer to as the FP Land Merger. As a result, our Operating Partnership will own 100% of the equity interests of the Ownership Entities. In connection with the FP Land Merger, we expect to issue an aggregate of 1,945,000 common units in our Operating Partnership ("OP Units"), having an aggregate value of approximately $27.2 million, to the prior owner of FP Land.

Our acquisition of the Ownership Entities in connection with our formation transactions will represent a transaction between entities under common control because Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, owns a 75% controlling interest in Pittman Hough Farms LLC ("Pittman Hough Farms"), which owns 100% of the interests in FP Land, which, in turn, owns 100% of the equity interests in each of the Ownership Entities. As a result, Mr. Pittman is deemed to control the Ownership Entities, and our acquisition of the Ownership Entities will be recorded at our Predecessor's historical cost.

On March 21, 2014, certain direct or indirect equity holders of FP Land contributed $240,000 to FP Land, which FP Land used to repay $240,000 of indebtedness that was collateralized by a property not being acquired by us in the FP Land Merger.

The unaudited pro forma consolidated financial statements have been derived from our Predecessor's historical combined consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma consolidated balance sheet as of December 31, 2013 is presented to reflect adjustments to the Predecessor's historical combined consolidated balance sheet as of December 31, 2013 as if the Offering, the related formation transactions and the contribution and repayment of indebtedness by FP Land were completed on December 31, 2013. The unaudited pro forma consolidated income statement for the year ended December 31, 2013 is presented as if the Offering and the related formation transactions were completed on January 1, 2013.

The following unaudited pro forma consolidated financial statements should be read in conjunction with (i) the Predecessor's historical combined consolidated financial statements at December 31, 2013 and 2012, and for the years ended December 31, 2013 and 2012 and (ii) the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections in this prospectus. We have based the unaudited pro forma adjustments on available information and assumptions that we believe are reasonable. The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of (1) what our actual financial position would have been as of December 31, 2013 assuming the Offering and the related formation transactions had all been completed on December 31, 2013, (2) what actual results of operations would have been for the year ended December 31, 2013 assuming the Offering and the related formation transactions were completed as of the beginning of the period presented, or (3) our future results of operations or financial condition as of any future date or for any future period, as applicable.

	Farmland Partners Inc.		Predecessor			Pro Forma Adjustments			Pro Forma Before Offering			Proceeds From Offering			Other Pro Forma Adjustments			Company Pro Forma

	A		B									E/F
Assets
Land	$	—	$	34,693,573		$	—		$	34,693,573		$	—		$	—		$	34,693,573
Grain facilities		—		2,563,415			—			2,563,415			—			—			2,563,415
Drainage improvements		—		779,975			—			779,975			—			—			779,975
Irrigation improvements		—		768,935			—			768,935			—			—			768,935

Real estate, at cost		—		38,805,898			—			38,805,898			—			—			38,805,898
Accumulated depreciation		—		(450,474	)		—			(450,474	)		—			—			(450,474	)

Total real estate, net		—		38,355,424			—			38,355,424			—			—			38,355,424
Cash and cash equivalents		1,000		16,805			—			17,805			36,121,763			(175,000)	G		35,964,568
Deferred financing fees, net		—		133,734			—			133,734			(29,423	)		175,000	G		279,311
Deferred offering costs		—		699,013			—			699,013			(699,013	)		—			—
Accounts receivable		—		463,700			(463,700)	C		—			—			—			—

Total Assets	$	1,000	$	39,668,676		$	(463,700	)	$	39,205,976		$	35,393,327		$	—		$	74,599,303

Liabilities
Mortgage notes payable	$	—	$	43,065,237		$	(240,000)	D	$	42,825,237		$	(12,045,237	)	$	—		$	30,780,000
Secured credit facility		—		—			—			—			—			—			—
Accrued interest		—		78,603			—			78,603			—			—			78,603
Accrued expenses		—		1,248,758			—			1,248,758			(699,013	)		—			549,745

Total Liabilities		—		44,392,598			(240,000	)		44,152,598			(12,744,250	)		—			31,408,348

Equity
Common stock, $0.01 par value		10		—			—			10			38,000			—			38,010
Additional paid-in capital		990		—			—			990			48,129,000			(19,580,108)	H		28,549,882
Retained earnings		—		—			—			—			(19,462	)		—			(19,462	)
Predecessor equity		—		(4,723,922	)		(223,700)	C/D		(4,947,622	)		—			4,947,622	H		—
Non-controlling interest in operating partnership		—		—			—			—			(9,961	)		14,632,486	H		14,622,525

Total Equity		1,000		(4,723,922	)		(223,700	)		(4,946,622	)		48,137,577			—			43,190,955

Total Liabilities and Equity	$	1,000	$	39,668,676		$	(463,700	)	$	39,205,976		$	35,393,327		$	—		$	74,599,303

	Farmland Partners Inc.		Predecessor			Pro Forma Contractual Rent Adjustments		Other Pro Forma Adjustments			Pro Forma Before Offering			Other Pro Forma Adjustments			Company Pro Forma

	AA		BB			CC
Operating Revenues
Rental income	$	—	$	2,350,025		$	269,073	$	—		$	2,619,098		$	—		$	2,619,098

Total operating revenues		—		2,350,025			269,073		—			2,619,098			—			2,619,098

Expenses
Depreciation		—		148,547			—		—			148,547			—			148,547
Property taxes		—		26,802			—		—			26,802			—			26,802
Acquisition costs		—		257			—		—			257			—			257
Professional fees		—		726,315			—		—			726,315			(75,000)	EE		651,315
Insurance		—		6,228			—		—			6,228			—			6,228
Travel		—		58,405			—		—			58,405			—			58,405
Repairs				4,505			—		—			4,505			—			4,505
Bookkeeping		—		2,500			—		—			2,500			(2,500)	EE		—
General and administrative		—		—			—		—			—			2,024,500	FF		2,024,500

Total operating expenses		—		973,559			—		—			973,559			1,947,000			2,920,559

Operating income (loss)		—		1,376,466			269,073		—			1,645,539			(1,947,000	)		(301,461	)
Interest expense		—		(1,342,294	)		—		10,701	DD		(1,331,593	)		325,784	GG		(1,005,809	)

Net income (loss) from continuing operations	$	—	$	34,172		$	269,073	$	10,701		$	313,946		$	(1,621,216	)	$	(1,307,270	)

Loss from continuing operations attributable to non-controlling interests—operating partnership																	$	(442,583)	HH

Loss from continuing operations available to common stockholders																	$	(864,687	)

Pro forma per share:
Loss from continuing operations available to common stockholders:
Basic and diluted																	$	(0.71	)

Pro forma weighted-average common shares outstanding:
Basic and diluted																		1,219,874	II

Loan	Amount to be Repaid					Interest Expense

Multi-Property Loan	$	4,500,000	2.83	%	365 days	$	127,350
Johns's Shop		1,742,500	3.15	%	256 days		38,497
Matulka and Stanbra/Zeller		1,137,388	3.30	%	365 days		37,479
Zeagers		1,016,000	2.80	%	365 days		28,369
Tazewell		920,441	5.25	%	365 days		48,323
Merrill		787,285	4.90	%	365 days		38,577
Smith		688,000	4.06	%	188 days		14,372
Heap		528,748	4.95	%	365 days		26,173
Trone		469,732	3.15	%	365 days		14,797
Kelly		255,143	3.99	%	365 days		10,180

Total	$	12,045,237				$	384,117

In our opinion, the accompanying consolidated balance sheets present fairly, in all material respects, the financial position of Farmland Partners Inc. and its subsidiaries at December 31, 2013 and December 5, 2013 in conformity with accounting principles generally accepted in the United States of America. The balance sheets are the responsibility of the Company's management. Our responsibility is to express an opinion on the balance sheets based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheets, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audits of the balance sheets provide a reasonable basis for our opinion.

Farmland Partners Inc. (the "Company") was incorporated in Maryland on September 27, 2013. The Company has not had any corporate activity since its formation. The Company is the general partner and majority owner of Farmland Partners Operating Partnership, LP (the "Operating Partnership"), which was formed in Delaware on September 27, 2013. The Company's predecessor business, FP Land LLC, a Delaware limited liability company ("FP Land"), is engaged in the ownership of farmland and property related to farming in agricultural markets in Illinois, Nebraska and Colorado. As of December 31, 2013, FP Land owned or had a controlling interest in a portfolio of 38 farms, as well as three grain storage facilities (collectively, the "Properties").

The Company has filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed underwritten initial public offering (the "Offering") of its common stock. Substantially concurrently with the consummation of the Offering, which is expected to be completed in 2014, FP Land will merge (the "FP Land Merger") with and into the Operating Partnership, with the Operating Partnership surviving. The FP Land Merger will enable the Company to: (1) consolidate the ownership of the Company's property portfolio under the Operating Partnership; (2) facilitate the Offering; and (3) qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes commencing with its short taxable year ending December 31, 2014. The Company will not have any operating activity until the completion of the Offering and consummation of the FP Land Merger.

The operations of the Company will be carried on primarily through the Operating Partnership. It is the intent of the Company to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its short taxable year ending December 31, 2014. As a result of the FP Land Merger, the Operating Partnership will acquire indirect 100% ownership of interests in the Properties, and will assume certain real estate debt (which is expected to be repaid with the net proceeds from the Offering) in exchange for the issuance to the equity owners of FP Land of units of limited partnership interest in the Operating Partnership. The Company will be self-administered and self-managed.

The accompanying consolidated balance sheets are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and the Operating Partnership. All significant intercompany balances and transactions have been eliminated.

As a REIT, the Company will be permitted to deduct dividends paid to its stockholders, eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.

In connection with the Offering, affiliates have incurred or will incur legal, accounting, and related costs, which will be reimbursed by the Company upon the consummation of the Offering. Such costs will be deducted from the gross proceeds from the Offering. Offering costs have not been accrued because the Company does not have an obligation to reimburse its affiliates for such costs until the closing of the Offering. As of December 31, 2013, the Company's affiliates had incurred costs in connection with the Offering of $699,013.

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated balance sheets and disclosures of contingent assets and liabilities at the dates of the balance sheets. Actual results could materially differ from those estimates.

Under the Company's articles of incorporation, the total number of shares initially authorized for issuance is 1,000 shares of common stock, $0.01 par value per share. The Company's Board of Directors may amend the articles of incorporation to increase or decrease the number of authorized shares.

On December 5, 2013, the Company issued 1,000 shares of common stock to its sole stockholder at $1.00 per share.

The Company has evaluated the events and transactions that have occurred through February 12, 2014, the date on which the consolidated balance sheets were available to be issued.

Prior to the completion of the Offering and the consummation of the FP Land Merger, the existing leases for all of the Properties leased by Astoria Farms and Hough Farms, the Company's related tenants, will be terminated, and the Company will enter into new leases with Astoria Farms and Hough Farms, which leases will be effective upon completion of the Offering.

In our opinion, the accompanying combined consolidated balance sheets and the related combined consolidated statements of operations, members' equity (deficit), and cash flows present fairly, in all material respects, the financial position of FP Land LLC and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related combined consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

	December 31, 2013			December 31, 2012

ASSETS
Land	$	34,693,573		$	33,546,385
Grain facilities		2,563,415			2,307,416
Drainage improvements		779,975			779,975
Irrigation improvements		768,935			522,707

Real estate, at cost		38,805,898			37,156,483
Less accumulated depreciation		(450,474	)		(301,927	)

Total real estate, net		38,355,424			36,854,556

Cash		16,805			42,955
Deferred financing fees, net		133,734			16,312
Deferred offering costs		699,013			—
Accounts receivable		463,700			—

TOTAL ASSETS	$	39,668,676		$	36,913,823

LIABILITIES AND MEMBERS' (DEFICIT) EQUITY
LIABILITIES
Mortgage notes payable	$	43,065,237		$	36,198,731
Accrued interest		78,603			233,398
Accrued property taxes		—			148,326
Accrued expenses		1,248,758			—

Total Liabilities		44,392,598			36,580,455

Commitments and contingencies
MEMBERS' (DEFICIT) EQUITY
Members' (deficit) equity		(4,723,922	)		333,368

Total members' (deficit) equity		(4,723,922	)		333,368

TOTAL LIABILITIES AND MEMBERS' (DEFICIT) EQUITY	$	39,668,676		$	36,913,823

	December 31, 2013			December 31, 2012

OPERATING REVENUES:
Rental income	$	2,350,025		$	1,975,787
Tenant reimbursements		—			147,329

Total operating revenues		2,350,025			2,123,116

OPERATING EXPENSES
Depreciation		148,547			124,576
Property taxes		26,802			167,246
Acquisition costs		257			14,539
Professional fees		726,315			14,156
Insurance		6,228			8,430
Travel		58,405			33,394
Repairs		4,505			9,945
Bookkeeping		2,500			2,500

Total operating expenses		973,559			374,786

OPERATING INCOME		1,376,466			1,748,330

OTHER INCOME (EXPENSE):
Interest expense		(1,342,294	)		(1,161,978	)

Total other expense		(1,342,294	)		(1,161,978	)

NET INCOME	$	34,172		$	586,352

FP Land LLC

Combined Consolidated Statements of Members' Equity (Deficit)

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	34,172		$	586,352
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		148,547			124,576
Amortization of deferred financing fees		57,976			27,968
(Increase) decrease in accounts receivable		(463,700	)		31,800
Decrease in accrued interest		(154,795	)		(24,244	)
Increase in accrued expenses		549,745			—
(Decrease) increase in accrued property taxes		(148,326	)		28,516

Net cash provided by operating activities		23,619			774,968

CASH FLOWS FROM INVESTING ACTIVITIES
Real estate acquisitions		(1,147,188	)		(3,811,770	)
Grain facilities construction		(255,999	)		(384,283	)
Irrigation additions		(246,228	)		(54,890	)

Net cash used in investing activities		(1,649,415	)		(4,250,943	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from mortgage notes payable		13,736,041			4,968,701
Repayments on mortgage notes payable		(6,869,535	)		(2,961,966	)
Financing fees		(175,398	)		—
Contributions		1,673,450			4,461,748
Distributions		(6,764,912	)		(2,973,355	)

Net cash provided by financing activities		1,599,646			3,495,128

NET (DECREASE) INCREASE IN CASH		(26,150	)		19,153
CASH, BEGINNING OF YEAR		42,955			23,802

CASH, END OF YEAR	$	16,805		$	42,955

Cash paid during year for interest	$	1,439,113		$	1,161,414

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS
In conjunction with the Cottonwood business combination, the company assumed the following assets and liabilities:
Acquired real estate	$	—		$	3,419,833
Acquired irrigation improvements		—			54,667
Acquired grain facilities		—			408,426
Property tax liability assumed		—			(21,420	)
Accrued interest assumed		—			(1,091	)
Debt assumed		—			(300,000	)

Cottonwood business combination	$	—		$	3,560,415

Seller financing of real estate acquistion	$	—		$	1,533,845
Capitalization of deferred offering costs as a result of pending financing transaction	$	699,013		$	—

FP Land LLC (the "Company"), which was organized in September 2013, is a Delaware limited liability company that owns 100% of the equity interests in each of PH Farms LLC, an Illinois limited liability company ("PH Farms"), and Cottonwood Valley Land, LLC, a Nebraska limited liability company ("Cottonwood" and, together with PH Farms, the "Ownership Entities"), both of which were organized in September 2013 and are engaged in the ownership of farmland and property related to farming in agricultural markets in Illinois, Nebraska and Colorado. The Company is the predecessor of Farmland Partners Inc., a Maryland corporation formed in September 2013 (the "REIT"). These financial statements retroactively reflect the consolidated equity ownership structure of the Company as if the Company had been formed as of January 1, 2012. The Company's financial statements for periods prior to its formation represent the operations of certain farmland and related agricultural properties owned indirectly by Pittman Hough Farms LLC, a Colorado limited liability company ("Pittman Hough Farms"). The Company's equity structure is presented retroactively as of January 1, 2012 on the basis of common management and common ownership of the Ownership Entities by Paul A. Pittman, the Executive Chairman, President and Chief Executive Officer of the REIT. The operations of properties acquired by Cottonwood through business combinations are consolidated as of the dates that Cottonwood obtained control of the properties (see Note 4). The ultimate owners of the Company are Mr. Pittman, Jesse J. Hough, and certain others who have minority ownership interests and voting rights. As used in these financial statements, unless the context otherwise requires, "we," "us" and "the Company" mean FP Land LLC, which is the predecessor of the REIT, for the periods presented.

As of December 31, 2013, the Company owned or had a controlling interest in a portfolio of 38 farms, as well as three grain storage facilities (collectively, the "Properties"), which are consolidated in these financial statements.

The REIT intends to file a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed underwritten initial public offering (the "Offering") of its common stock. Substantially concurrently with the consummation of the Offering, which is expected to be completed in 2014, the Company will merge (the "FP Land Merger") with and into the REIT's newly formed majority-owned limited partnership, Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), with the Operating Partnership surviving. The FP Land Merger will enable the REIT to: (1) consolidate the ownership of the Company's property portfolio under the Operating Partnership; (2) facilitate the Offering; and (3) qualify as a real estate investment trust for U.S. federal income tax purposes commencing with its short taxable year ending December 31, 2014. The REIT will not have any operating activity until the completion of the Offering and consummation of the FP Land Merger.

The operations of the REIT will be carried on primarily through the Operating Partnership. It is the intent of the REIT to elect and qualify to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its short taxable year ending December 31, 2014. As a result of the FP Land Merger, the Operating Partnership will acquire indirect 100% ownership of interests in the Properties, and will assume certain real estate debt in exchange for the issuance to the equity owners of the Company of units of limited partnership interest in the Operating Partnership. The REIT will be self-administered and self-managed.

The accompanying combined consolidated financial statements of the Company are presented on a "carve-out" basis from the consolidated financial statements of Pittman Hough Farms, based on the historical results of operations, cash flows, assets and liabilities of properties contributed to the Company. These financial statements include costs incurred directly in conjunction with the Company's assets and liabilities. They also include allocations of corporate expenses based on the following criteria: 25% of total travel costs (based on management's estimate of the actual allocation of travel expenses), an allocation of management's salaries based on the percentage of time members of management spent on Company matters, consulting fees for bookkeeping, applicable third-party costs for tax filing and an allocation of liability insurance based on an estimation of cost per acre. Management believes that the assumptions and estimates used in preparation of the underlying combined consolidated financial statements are reasonable. However, the combined consolidated financial statements herein do not necessarily reflect what the Company's financial position, results of operations or cash flows would have been if the Company had been a stand-alone company during the periods presented. Had the Company been stand alone, it would have likely incurred additional expenses for personnel, office space and similar other general and administrative costs. As a result, historical financial information is not necessarily indicative of the Company's future results of operations, financial position or cash flows. The Company consolidates the Ownership Entities, both of which are wholly owned subsidiaries of the Company.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

The Company accounts for all acquisitions in accordance with the business combinations standard. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets of acquired real estate by valuing the land as if it were unimproved. The Company values improvements, including grain facilities, at replacement cost as new adjusted for depreciation. Management's estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis include soil types and water availability, the sale prices of comparable farms, and the replacement cost and residual useful life of land improvements. The Company has not previously acquired properties subject to above or below market leases. If above and below market leases are acquired, the Company will value the intangible based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values will be amortized as

a reduction of rental income over the remaining term of the respective leases, and the below market lease values will be amortized as an increase to rental income over the remaining initial terms plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

As of December 31, 2013 and 2012, the Company did not have any in-place lease or tenant relationship intangibles. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company's evaluation of the specific characteristics of each tenant's lease and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships will be included as components of deferred leasing intangibles, and will be amortized over the remaining lease term (and expected renewal periods of the respective leases for tenant relationships) as adjustments to depreciation and amortization expense. If a tenant terminates its lease early, the unamortized portion of leasing commissions, above and below market leases, the in-place lease value and tenant relationships will be immediately written off.

Using information available at the time of acquisition, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. The Company may adjust the preliminary purchase price allocations after obtaining more information about asset valuations and liabilities assumed.

Acquisition costs and due diligence expenses related to business combinations are expensed as incurred and are included in acquisition costs, professional fees and travel expense on the combined consolidated statement of operations. When the Company acquires land in an asset acquisition, related acquisition costs are included in the purchase price of the asset.

The Company's real estate consists of land and improvements made to the land consisting of grain facilities, irrigation improvements and drainage improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset.

The Company expenses costs of repairs and maintenance as such costs are incurred. The Company computes depreciation for assets classified as improvements using the straight-line method over their estimated useful lives as follows:

When a sale occurs, the Company recognizes the associated gain when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see "Impairment" below. The Company will classify real estate as discontinued operations if it is classified as held for sale or the real estate has been sold.

The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property's operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements.

Deferred financing fees include costs incurred by Pittman Hough Farms in obtaining debt that are capitalized and have been allocated to the Company. Deferred financing fees are amortized using the straight-line method, which approximates the effective interest method, over the terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period of repayment. Fully amortized deferred financing fees are removed from the books upon maturity of the underlying debt. Accumulated amortization of deferred financing fees was $41,663 and $67,588 as of December 31, 2013 and 2012, respectively.

Deferred offering costs include the direct costs incurred by the Company in conjunction with the Offering. At the completion of the Offering the deferred offering costs will be recorded as a reduction of the proceeds. If the Offering is abandoned, the deferred offering costs will be charged to operations in the period of abandonment.

The Company's cash at December 31, 2013 and 2012 was held in the custody of two financial institutions, and the Company's balance at any given financial institution may at times exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The allowance for doubtful accounts was $0 as of December 31, 2013 and 2012.

Rental income includes rents and reimbursement of real estate taxes that each tenant pays in accordance with the terms of its lease. All leases in the fiscal years ending December 31, 2013 and 2012

had a term of one year with no renewal options or rent escalations. Leases for substantially all of the properties require payment of rent in installments upon the Company's request. Revenue for the leases is recognized on a pro rata basis over the lease term. One lease has rental payments that are received in kind through transfer of ownership of a percentage of the tenant's crops. Rental revenue under that lease is recognized upon the receipt of the crop inventory.

Beginning January 1, 2013, all but two of the Company's leases required the tenants to pay all expenses incurred during the lease term in connection with the leased farms including property taxes and maintenance; therefore, the Company will not incur these costs unless the tenant becomes unable to bear the costs. When it becomes probable that a tenant has become unable to bear the property related costs, the Company will accrue the estimated expense. Included in property taxes for the year ended December 31, 2013 is the correction of $21,767 in errors in the 2012 and 2011 net property tax expense that resulted in understatement of expenses of $10,622 and $11,145, respectively. Management evaluated the impact of the error on the 2011, 2012 and 2013 financial statements and determined that the impact in each year was immaterial. Accordingly, the Company has recorded the correction in the 2013 financial statements. In 2012, under the terms of their respective leases, all but two of the tenants were required to reimburse the Company for the real estate taxes the Company pays on the properties covered by the leases. Taxes paid and their subsequent reimbursement were recognized under property operating expenses as incurred and tenant reimbursements as earned or contractually due, respectively.

The Company does not incur income taxes; instead, its earnings are included on the owners' personal income tax returns and taxed depending on their personal tax situations. The accompanying financial statements, therefore, do not include a provision for income taxes. It is the Company's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company files income tax returns in the U.S. federal jurisdiction and applicable state jurisdictions. The Company is subject to U.S. federal and state income tax examinations by tax authorities generally for a period of three years after filing.

The Company does not evaluate performance on a farm specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for disclosure purposes in accordance with GAAP.

The Company's largest tenant, Astoria Farms, a related party (see "Note 3—Related Party Transactions"), accounted for $1,945,833, or 82.8%, of the Company's rental income during the year ended December 31, 2013, and $1,666,840, or 84.4%, of the Company's rental income during the year ended December 31, 2012. If Astoria Farms fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there would be a material

adverse effect on the Company's financial performance and the Company's ability to continue operations.

The Company's second-largest tenant, Hough Farms, a related party (see "Note 3—Related Party Transactions"), accounted for $234,083, or 10.0%, of the Company's rental income during the year ended December 31, 2013, and $127,760, or 6.5%, of the Company's rental income during the year ended December 31, 2012. If Hough Farms fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be released on satisfactory terms, there would be a material adverse effect on the Company's financial performance and the Company's ability to continue operations.

All but one of the Company's farms are located in five counties in Illinois (Fulton, Schuyler, McDonough, Mason and Tazewell) and one county in Nebraska (Butler). The Company's farms in Illinois accounted for 87.0% and 87.9% of the rental income recorded by the Company during the years ended December 31, 2013 and 2012, respectively. The Company's farms in Nebraska accounted for 10.0% and 6.5% of the rental income recorded by the Company during the years ended December 31, 2013 and 2012, respectively. The Company's other farm is located in Walsh, Colorado. Should an unexpected natural disaster occur where the Properties are located, there could be a material adverse effect on the Company's financial performance and the Company's ability to continue operations.

All but two of the Company's farms are rented to and operated by Astoria Farms or Hough Farms, both of which are related parties. Astoria Farms is a partnership in which Pittman Hough Farms, which is 75% owned by Mr. Pittman, has a 33.34% interest. The balance of Astoria Farms is held by limited partnerships in which Mr. Pittman is the general partner. Beginning in 2012, Hough Farms is a partnership in which Pittman Hough Farms has a 25% interest. The aggregate rent paid to the Company by these entities was $2,179,916 and $1,794,600, respectively, for the years ended December 31, 2013 and 2012. There are no accounts receivable or payable with Astoria Farms or Hough Farms as of December 31, 2012. As of December 31, 2013, the Company had accounts receivable with Astoria Farms of $463,700.

As of December 31, 2013, Pittman Hough Farms incurred $75,000 in professional fees on behalf of the Company. The professional fees are included in accrued expenses at December 31, 2013.

American Agriculture Corporation, a Colorado corporation 75% owned by Mr. Pittman and 25% owned by Mr. Hough ("American Agriculture"), provides management and accounting services to the Company. The Company and American Agriculture do not have a formal management agreement or management fee arrangement in place. American Agriculture charges the Company an allocation of direct costs incurred on behalf of the Company (such as travel, liability insurance, legal expenses and tax preparation) and a fee for bookkeeping services as described in "Note 1—Organization and Significant Accounting Policies—Principles of Combination and Consolidation." Such costs and fees are reflected in the Company's statement of operations and were $2,500 in both 2013 and 2012.

The Company owned 38 separate farms, as well as three grain storage facilities, as of December 31, 2013, which have been acquired since December 2000.

Effective as of January 1, 2012, the Company acquired two farms and related indebtedness when its parent company Pittman Hough Farms merged with Cottonwood Valley Farms, LLC ("Cottonwood Farms"). Pittman Hough Farms acquired 100% of the voting interests in Cottonwood Farms in exchange for a 25% interest in Pittman Hough Farms. The following table illustrates the purchase price allocation of the assets and liabilities of Cottonwood Farms that were acquired by the Company as a result of the merger:

The Company has included the results of operations for the acquired real estate in the Combined Consolidated Statements of Operations from the date of acquisition. The real estate acquired during the year ended December 31, 2012 contributed $119,360 to total revenue and $58,654 to net income for the year ended December 31, 2012.

The following table summarizes the real estate acquisitions (other than the Cottonwood Farms business combination described above) and the allocation of the cash consideration paid during the years ended December 31, 2013 and 2012:

The Company has included the results of operations for the acquired real estate on the Combined Consolidated Statements of Operations from the date of acquisition. The real estate acquired during the year ended December 31, 2013 contributed $25,850 to total revenue and $5,712 to net income (including related real estate acquisition costs of $257) for the year ended December 31, 2013. The real estate acquired during the year ended December 31, 2012 contributed $44,800 to total revenue and ($2,940) to net income (including related real estate acquisition costs of $14,539) for the year ended December 31, 2012.

The unaudited pro forma information presented below does not purport to represent what the actual results of operations of the Company would have been had all the acquisitions outlined above occurred as of the beginning of the periods presented, nor does it purport to predict the results of operations of future periods.

The unaudited pro forma financial information is presented below as if the properties acquired during the year ended December 31, 2013 had been acquired on January 1, 2012 and the properties acquired during the years ended December 31, 2012 (including the Cottonwood Farms business combination) had been acquired on January 1, 2011.

On December 31, 2013 and 2012, the Company had the following indebtedness outstanding:

			Annual Interest Rate as of December 31,						Principal Outstanding as of

									Principal Outstanding as of							Book Value of Collateral as of December 31, 2013
									December 31, 2013		December 31, 2012
Loan	Payment Terms	Interest Rate Terms	2013			2012			December 31, 2013		December 31, 2012		Maturity
Financial institution	Annual principal and interest	Proprietary index, initially 3.25%		3.25	%		3.25	%	$	1,137,388	$	1,180,000		October 2032	(a)	$	4,455,236
Financial institution	Annual principal and interest	Proprietary index, initially 3.99%		3.99	%		3.99	%		255,143		262,500		December 2027			833,068
Financial institution	Principal and interest at maturity	4.99%					4.99	%		—		60,000		April 2013			—
Financial institution	Annual principal and interest	Proprietary index, initially 3.99%		3.99	%		3.99	%		240,000		270,000		December 2021	(b)		1,904,000
Financial institution	Principal and interest at maturity	Prime					3.25	%		—		1,164,000		June 2013			—
Financial institution	Principal and interest at maturity	Greater of LIBOR plus 2.59% and 2.80%		2.80	%					1,796,000		—		June 2016	(a)(c)		2,426,593
Financial institution	Annual principal and quarterly interest	Prime + 0.25%					3.50	%		—		675,000		September 2014			—
Financial institution	Annual principal and interest	5.25% until 2015, then 5-yr US Treasury + 3.5%		5.25	%		5.25	%		920,441		954,768		July 2030	(b)		924,667
Financial institution	Annual principal and interest	4.95% until 2016, then 5-yr US Treasury + 3.5%		4.95	%		4.95	%		528,748		546,662		September 2031	(b)		562,740
Financial institution	Principal at maturity and interest quarterly	Greater of prime and 3.00%					3.00	%		—		26,111,697		July 2013			—
Financial institution	Annual principal and quarterly interest	Greater of LIBOR + 2.59% and 2.80%		2.80	%					34,500,000		—		March 2016	(a)(b)(c)		29,548,000
Financial institution	Principal at maturity and interest quarterly	Prime		3.25	%		3.25	%		—		537,700		July 2013			—
Financial institution	Annual principal and quarterly interest	Prime		3.25	%		3.25	%		—		775,500		October 2015			—
Financial institution	Annual principal and interest	Proprietary index, initially 5.5%		5.50	%		5.50	%		—		483,591		March 2040			—
Financial institution	Annual principal and interest	Proprietary index, initially 4.9%		4.90	%		4.90	%		—		343,469		December 2039			—
Financial institution	Annual principal and interest	Proprietary index, initially 4.9%		4.90	%		4.90	%		787,285		800,000		December 2041	(b)(c)		1,025,229
Financial institution	Principal and interest at maturity	3.15% until 2014, then proprietary index		3.15	%		3.90	%		469,732		500,000		November 2032	(a)(b)(c)		225,000
Financial institution	Annual principal and interest	Proprietary index, initially 3.15%		3.15	%					1,742,500		—		April 2043	(a)(c)		884,214
Financial institution	Annual principal and interest	4.00%		4.00	%					688,000		—		April 2018	(a)(c)		1,147,188
Seller	Principal and interest at maturity	1.00%					1.00	%		—		1,533,844		January 2013			—

Total									$	43,065,237	$	36,198,731				$	43,935,935

The collateral for the Company's indebtedness consists of real estate, including farms, grain facilities and any other improvements present on such real estate.

Each of the loan agreements governing the Company's outstanding indebtedness includes standard acceleration clauses triggered by default under certain provisions of the note.

The debt allocated to the Company is partially collateralized by real estate not owned by the Company. That notwithstanding, the Company has been paying all obligations related to the allocated debt, as reflected in these combined consolidated financial statements, and intends to continue doing so.

FASB ASC 820-10 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

The fair value of the mortgage notes payable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management's estimates of market interest rates on long-term debt with comparable terms whenever the interest rates on the mortgage notes payable are deemed not to be at market rates. As of December 31, 2013 and 2012, the fair value of the mortgage notes payable was $43.1 million and $36.2 million, respectively.

The Company is not currently subject to any known material commitments or contingencies from its business operations, nor to any material known or threatened litigation.

The Company has evaluated subsequent events through February 12, 2014, the date on which the financial statements were available to be issued.

Prior to the completion of the Offering and the consummation of the FP Land Merger, certain direct or indirect equity holders of the Company will contribute $240,000 to the Company, which will then be used to repay $240,000 of the Company's indebtedness that is collateralized by real estate not owned by the Company.

Prior to the completion of the Offering and the consummation of the FP Land Merger, the existing leases for all of the Properties leased by Astoria Farms and Hough Farms will be terminated, and the REIT will enter into new leases with Astoria Farms and Hough Farms, which leases will be effective upon completion of the Offering.



				Initial Cost to Company						Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period
				Initial Cost to Company						Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction	Date Acquired
Description	Encumbrances			Land		Improvements		Total		Improvements		Carrying Costs		Land		Improvements		Total		Accumulated Depreciation		Date of Construction	Date Acquired
Scripps (Schuyler County, IL)	$	1,652		$	644	$	93	$	737	$	—	$	—	$	644	$	93	$	737	$	19		12-2000	65
Weber (Schuyler County, IL)		816			271		73		344		—		—		271		73		344		14		4-2001	65
Crane Creek (Schuyler County, IL)		1,250			448		100		548		—		—		448		100		548		16		6-2003	65
Pumphouse East (Schuyler County, IL)		—			102		59		161		—		—		102		59		161		9		6-2003	65
Henninger (Schuyler County, IL)		1,490			700		110		810		—		—		700		110		810		16		1-2004	65
John's Shop (K. Jones and France) (McDonough County, IL)		1,742			801		97		898		—		—		801		97		898		14		12-2004 and 11-2006	65
Adair FS (McDonough County, IL)		483			322		36		358		—		—		322		36		358		5		1-2006	50
Table Grove (Fulton County, IL)		385			203		44		247		—		—		203		44		247		6		11-2006	50
Ambrose (Mason County, IL)		516			290		38		328		—		—		290		38		328		5		12-2006	50
Big Pivot (Mason County, IL)		2,191			1,423		60		1,483		30		—		1,423		90		1,513		25		1-2007	50
Cleer (Fulton County, IL)		2,444			1,290		—		1,290		1,058		—		1,290		1,058		2,348		88	9-2011	9-2007	25
Pella (Sullivan and Perdum) (McDonough County, IL)		3,274			2,981		—		2,981		456		—		2,981		456		3,437		79	9-2009	10-2007 and 3-2010	25
Pella Kelso (Sullivan 2) (McDonough County, IL)		739			668		—		668		—		—		668		—		668		—		11-2007	—
Copes (Schuyler County, IL)		836			684		—		684		—		—		684		—		684		—		12-2007	—
Stelter (Mason County, IL)		1,501			1,003		—		1,003		146		—		1,003		146		1,149		27	4-2008	1-2008	30
Tazewell (Tazewell County, IL)		920			902		34		936		—		—		902		34		936		11		1-2008	21
Duncantown (Fulton County, IL)		777			693		—		693		—		—		693		—		693		—		2-2008	—
Bardolph (McDonough County, IL)		1,026			1,120		—		1,120		—		—		1,120		—		1,120		—		4-2008	—
Parr (Fulton County, IL)		385			398		—		398		—		—		398		—		398		—		11-2008	—
Pumphouse West (Schuyler County, IL)		—			1,500		—		1,500		—		—		1,500		—		1,500		—		11-2008	—
Curless (Fulton County, IL)		1,604			1,750		—		1,750		—		—		1,750		—		1,750		—		1-2009	—
Crabtree (Mason County, IL)		508			442		38		480		—		—		442		38		480		8		11-2009	24
Baca Co. (Baca County, CO)		996			819		94		913		55		—		819		149		968		24	6-2012	11-2010	16
Busch (Mason County, IL)		706			725		—		725		—		—		725		—		725		—		12-2010	—
Kaufman (McDonough County, IL)		2,740			2,572		—		2,572		—		—		2,572		—		2,572		—		12-2010	—
Estep (Mason County, IL)		223			200		16		216		—		—		200		16		216		1		3-2011	50
Skien (Fulton County, IL)		—			321		24		345		—		—		321		24		345		1		4-2011	50
Dillworth (McDonough County, IL)		737			923		53		976		—		—		923		53		976		2		6-2011	50
Heap (McDonough County, IL)		529			527		37		564		—		—		527		37		564		1		9-2011	50
Stanbra/Zeller (Butler County, NE)		537			1,539		—		1,539		—		—		1,539		—		1,539		—		1-2012	—
Matulka (Butler County, NE)		600			1,881		55		1,936		1,051		—		1,881		1,106		2,987		71	6-2012	1-2012	25
Zeagers (Butler County, NE)		796			1,109		40		1,149		—		—		1,109		40		1,149		2		1-2012	20
Beckerdite (Schuyler County, IL)		769			991		—		991		—		—		991		—		991		—		2-2012	—
Kelly (Butler County, NE)		255			742		—		742		94		—		742		94		836		3	3-2013	6-2012	25
McFadden MD (McDonough County, IL)		480			610		—		610		—		—		610		—		610		—		8-2012	—
McFadden SC (Schuyler County, IL)		194			252		—		252		—		—		252		—		252		—		8-2012	—
Symond (Mason County, IL)		1,281			1,700		—		1,700		122		—		1,700		122		1,822		3	6-2013	12-2012	25
Smith (McDonough County, IL)		688			1,147		—		1,147		—		—		1,147		—		1,147		—		6-2013	—

Totals	$	36,070	(b)	$	34,693	$	1,101	$	35,794	$	3,012	$	—	$	34,693	$	4,113	$	38,806	$	450

We have audited the accompanying financial statements of Astoria Farms, which comprise the balance sheets as of December 31, 2013 and December 31, 2012, and the related statements of operations, partners' (deficit) equity, and cash flows for the years then ended.

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Astoria Farms at December 31, 2013 and December 31, 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

	December 31, 2013			December 31, 2012

ASSETS
Current Assets
Cash	$	95,631		$	113,519
Accounts receivable		130,936			152,812
Related party accounts receivable		11,235			84,834
Crop insurance receivable		—			1,184,628
Grain inventory		1,485,955			42,995
Growing crops		851,230			969,524
Prepaid expenses		67,846			—
Related party notes receivable		1,474			11,770

Total current assets		2,644,307			2,560,082

Property and Equipment
Machinery and equipment		2,562,526			1,870,989
Less accumulated depreciation		(407,696	)		(243,866	)

Total property and equipment, net		2,154,830			1,627,123

Related party notes		—			23,429
Other assets		17,532			17,532

Total other assets		17,532			40,961

TOTAL ASSETS	$	4,816,669		$	4,228,166

LIABILITIES AND PARTNERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Borrowings under line of credit	$	2,496,635		$	3,361,666
Accounts payable and accrued expenses		249,508			84,348
Accounts payable related parties		964,915			112,008
Current portion of long-term debt		223,140			152,787
Accrued interest		32,047			164,677
Related party notes payable		414,845			821,928

Total current liabilities		4,381,090			4,697,414

Notes payable less current portion		824,752			741,551

Total liabilities		5,205,842			5,438,965

Commitments and contingencies
PARTNERS' (DEFICIT) EQUITY
Partners' (deficit) equity		(389,173	)		391,123
Affiliates' notes		—			(1,601,922	)

Total partners' (deficit) equity		(389,173	)		(1,210,799	)

TOTAL LIABILITIES AND PARTNERS' (DEFICIT) EQUITY	$	4,816,669		$	4,228,166

Astoria Farms

Statements of Operations

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

OPERATING REVENUES
Rental income	$	27,635		$	41,839
Crop sales		5,854,702			6,035,991
Crop sales related party		13,261			287,695
Agricultural program payments		366,041			345,800
Other revenue		83,381			17,620

Total operating revenues		6,345,020			6,728,945

COST OF PRODUCTION
Land rent		2,839,194			2,217,819
Seed		639,600			657,687
Fertilizer		1,017,737			1,136,945
Chemical		263,385			115,577
Irrigation costs		27,974			23,655
Crop insurance		202,663			197,787
Crop consulting		47,965			26,738
Storage		122,001			49,260

Total cost of production		5,160,519			4,425,468

Labor, payroll taxes, benefits, and contract labor		336,025			297,132
Equipment rent		307,370			202,850
Fuel and oil		285,919			214,675
Repairs and maintenance		236,830			185,545
Utilities		2,495			9,149
Insurance		44,195			41,846
Property taxes and licenses		210,702			155,348
Other expenses		1,420			1,527
Costs allocated to growing crops		4,520			(127,171	)

Total operating costs		1,429,476			980,901

GROSS (DEFICIT) PROFIT		(244,975	)		1,322,576

ADMINISTRATIVE COSTS
Professional fees		98,189			88,605
Office expenses and supplies		27,363			32,844

Total administrative costs		125,552			121,449

OPERATING (LOSS) INCOME		(370,527	)		1,201,127

OTHER INCOME (EXPENSE):
Interest income		—			34,060
Gain on sale of assets		—			4,000
Interest expense		(118,939	)		(211,116	)
Depreciation and amortization		(163,830	)		(118,978	)

Total other income (expense)		(282,769	)		(292,034	)

NET (LOSS) INCOME	$	(653,296	)	$	909,093

Astoria Farms

Statements of Partners' (Deficit) Equity

For the Years Ended December 31, 2013 and 2012

Astoria Farms

Statements of Cash Flows

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(653,296	)	$	909,093
Adjustments to reconcile net (loss)income to net cash provided by (used in) operating activities:
Depreciation and amortization		163,830			118,978
Gain on sale of assets		—			(4,000	)
(Increase) decrease in assets:
Accounts receivable and related party accounts receivable		95,475			(237,646	)
Crop insurance receivable		1,184,628			(1,184,628	)
Grain inventory		(1,442,960	)		(2,394	)
Growing crops		118,294			191,521
Prepaid expenses		(67,846	)		91,698
(Decrease) increase in accounts payable and accrued expenses
Accounts payable and accrued expenses		165,160			(229,466	)
Accounts payable related parties		852,907			112,008
Accrued interest		(132,630	)		42,975

Net cash provided by (used in) operating activities		283,562			(191,861	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of machinery		(691,537	)		(1,176,999	)
Repayments to related party		33,725			14,645

Net cash used in investing activities		(657,812	)		(1,162,354	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from notes payable		305,982			804,316
Repayments on notes payable		(152,428	)		(28,830	)
Borrowings from line of credit		2,496,635			1,563,788
Repayments on line of credit		(3,361,666	)		(3,435,502	)
Distributions		(127,000	)		(109,025	)
Repayments on related party notes payable		(7,129,919	)		—
Borrowing on related party notes payable		6,722,836			650,000
Repayments from affiliates' notes		3,939,971			6,511,643
Borrowings on affiliates' notes		(2,338,049	)		(4,866,781	)

Net cash provided by financing activities		356,362			1,089,609

NET (DECREASE) IN CASH		(17,888	)		(264,606	)
CASH, BEGINNING OF YEAR		113,519			378,125

CASH, END OF YEAR	$	95,631		$	113,519

Cash paid during year for interest	$	251,569		$	167,900

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS
Transfer of livestock business through loan to new related entity	$	—		$	864,068
Acquisition of leased asset		—			106,000
Transfer of leased asset to Paul Pittman		—			100,000

Astoria Farms (the "Company") is a general partnership that was formed on August 13, 2009. Its partnership agreement was amended and restated on December 1, 2010 and again on January 1, 2013. The Company is engaged in the production and sale of corn and soybeans in five counties in Illinois (Fulton, Schuyler, McDonough, Mason and Tazewell). Pursuant to the December 1, 2010 partnership agreement, partnership interests in Astoria Farms are divided equally among the following partners: Andy Merrick Farms, L.P., an Illinois limited partnership ("Andy Merrick Farms"); Matt Frye Farms, L.P., an Illinois limited partnership ("Matt Frye Farms"); and Buffee Powell Merrick Farms, L.P., an Illinois limited partnership ("Buffee Powell Merrick Farms"). Pursuant to the January 1, 2013 partnership agreement, partnership interests in the Company are owned as follows: 33.34% by Pittman Hough Farms LLC, a Colorado limited liability company (together with its predecessor entities, "Pittman Hough Farms"); 33.33% by Matt Frye Farms; and 33.33% by Andy Merrick Farms. Paul A. Pittman owns 75% of Pittman Hough Farms and is a general partner of Matt Frye Farms, Andy Merrick Farms and Buffee Powell Merrick Farms. The net profits or losses of the Company are allocated in proportion to each partner's ownership percentage. Distributions of the profits, if any, are to be made within 90 days of year end in proportion to each partner's ownership percentage. The original capital of the partnership was $15,000, and any subsequent capital calls would be made in proportion to each partner's respective ownership percentage.

The Company's cash at December 31, 2013 and 2012 was held in the custody of two financial institutions, and the Company's balance at times may exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

Inventories consist primarily of grain held for sale as well as growing crops. Grain held for sale is valued using the farm price method. Under this method, inventory is valued at market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker's commissions, freight, and other marketing costs. The Company books the grain held for sale in inventory or grain sales. The farm price method may be used when the following three criteria are met:

Costs of growing crops are accumulated until the time of harvest and are reported at the lower of cost or market (based on exchange-quoted prices, adjusted for differences in local markets, or market transactions). Included in growing crops are direct costs, such as seed, chemicals and fertilizer, and indirect costs, such as fuel, repairs and labor, attributable to the work in process of the production of corn and soybeans on a growing season basis. Costs are allocated to growing crops based on a percentage of the total costs of production and total operating costs that are attributable to the portion of the crops that remain in inventory at the end of the year.

Property and equipment are carried at cost. The Company computes depreciation of property and equipment using the straight-line method over their estimated useful lives as follows:

Depreciation expense for the years ended December 31, 2013 and 2012 was $163,830 and $118,978, respectively. Depreciation is calculated based on the useful life of the asset. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

The Company evaluates its long-lived assets for impairment when events such as declines in equipment's capabilities or deteriorating market conditions bring recoverability of the carrying value of one or more assets into question. When indicators of impairment exist, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares the results to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds fair value of the long-lived asset. There have been no impairments recognized on long-lived assets in the accompanying financial statements.

The Company does not incur income taxes; instead, its earnings are included on the owners' personal income tax returns and taxed depending on their personal tax situations. The financial statements, therefore, do not include a provision for income taxes. It is the Company's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company files income tax returns in the U.S. federal jurisdiction and applicable state jurisdictions. The Company is subject to U.S. federal or state income tax examinations by tax authorities generally for a period of three years after filing.

Crop sales are recognized when the commodities are shipped with the offsetting balances reflected as accounts receivable. Crop insurance is booked as an account receivable when the claim is processed but not yet received and the amount is determinable from information provided by the crop insurance company. Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The allowance for doubtful accounts was $0 as of December 31, 2013 and 2012.

The Company has submitted a claim for crop insurance in 2013; however, the crop insurance company has not processed such claim as the grain has not yet been sold and delivered to a third party as of December 31, 2013. Therefore the amount of the crop insurance claim was not deemed to be determinable or realizable at December 31, 2013 and no revenue was recorded in 2013 related to this claim. Had the claim been processed by the crop insurance company, the Company would have recorded a receivable of $500,223, but the amount is subject to final adjustment in the claims process.

The Company recognizes revenue when it is fixed or determinable and collectability is reasonably assured. Because of the complex nature of the calculations of government payments and the uncertainty of collections and amounts due to government legislation, government subsidy payments (U.S. federal agricultural program payments) of grain production and other revenue are generally recognized when the cash is received or as determinable by the United States Department of Agriculture. Total agriculture program payments for the years ended December 31, 2013 and 2012 were $366,041 and $345,800, respectively. As of December 31, 2013 and 2012, the Company had a receivable of $130,936 and $0, respectively, under this program.

The Company records non-operating and unusual or infrequent income as other revenue on its consolidated statement of operations.

The Company sells grain and silage to related livestock entities and charges yardage for use of real estate and equipment for livestock production. Sales to these entities were $40,896 and $84,834 for the years ended December 31, 2013 and 2012, respectively. Accounts receivable with livestock entities was $11,235 and $84,834 as of December 31, 2013 and 2012, respectively. The inventory sold between the entities is at cost of production because the entities are under common control with the Company. During the year ended December 31, 2011, the Company transferred $1,158,544 of grain to Mr. Pittman in exchange for a reduction of the note payable with him. Because the transaction was between entities under common control, the transfer was recorded at the cost basis of the grain and resulted in a deferred gain of $244,700 at December 31, 2011. The deferred gain was subsequently recognized during the year ended December 31, 2012 as a component of crop sales related party when

the inventory was sold by Mr. Pittman to a third party, as discussed in "Note 5—Fair Value Measurements."

The Company had notes receivable of $1,474 and $35,199 as of December 31, 2013 and 2012, respectively, with the Company's partners as financing for the purchase of vehicles.

In 2012, the Company transferred harvesting equipment at cost of $100,000 to Mr. Pittman in exchange for a note receivable.

The Company leased land and equipment from Mr. Pittman, Pittman Hough Farms and PHS Holdings LLC, an Illinois limited liability company in which Pittman Hough Farms has a 30% interest ("PHS Holdings"), in 2013 and 2012. Total lease expense with related parties was $967,223 and $596,200 for the years ended December 31, 2013 and 2012, respectively. The total related party accounts payable for these transactions were $452,577 and $34,971 as of December 31, 2013 and 2012, respectively.

The Company leased land from FP Land LLC in 2013 and 2012. Total lease expense with FP Land LLC was $1,945,833 and $1,666,841 for the years ended December 31, 2013 and 2012, respectively. Related party accounts payable for this transaction were $450,833 and $0 as of December 31, 2013 and 2012, respectively.

In the third quarter of 2012, the Company began leasing employees from American Agriculture Corporation, a Colorado corporation under common control with the Company. Employee leasing for the years ended December 31, 2013 and 2012 was $184,747 and $77,037. As of December 31, 2013 and 2012, the Company had related party accounts payable to American Agriculture Corporation of $61,505 and $77,037, respectively. The Company pays American Agriculture Corporation a payroll processing fee in connection with the employee leasing arrangement. Payroll processing fees for the years ended December 31, 2013 and 2012 were $30,405 and $0, respectively, and are included in professional fees on the statement of operations.

The Company entered into lending and loan arrangements with various operating and land holding entities under common control of Pittman Hough Farms for working capital purposes. Total notes payable to those entities was $414,845 and $171,928 as of December 31, 2013 and 2012, respectively. The notes are non-interest bearing and are due on demand.

The Company had notes payable of $650,000 as of December 31, 2012 with PHS Holdings LLC, an Illinois limited liability company in which Pittman Hough Farms has a 30% interest, for a deposit on the purchase of farmland. The note was repaid in 2013.

The Company had notes receivable with various operating and land holding entities under common control of Pittman Hough Farms for working capital purposes. Total notes receivable from those entities was $1,601,922 as of December 31, 2012. The notes were repaid in 2013.

The Company's notes payable are cash flow financings of equipment. The financings are collateralized through purchase money security interests on specific pieces of equipment.

Loan	Payment Terms	Annual Payment				Principal Outstanding as of December 31, 2013		Principal Outstanding as of December 31, 2012		Current Maturity	Book Value of Collateral as of December 31, 2013

Financial institution	Annual principal and interest	$	14,686	0.00	%	$	14,686	$	29,371	May 2014	$	53,282
Financial institution	Annual principal and interest		23,582	3.45	%		22,703		44,800	August 2014		37,350
Financial institution	Annual principal and interest		17,373	5.50	%		46,690		60,650	March 2016		120,946
Financial institution	Annual principal and interest		24,350	3.60	%		89,637		109,260	February 2017		119,606
Financial institution	Annual principal and interest, with a balloon payment of $140,042		111,713	3.74	%		568,194		650,257	January 2018		593,997
Financial institution	Annual principal and interest		22,628	2.99	%		106,758		—	March 2018		235,039
Financial institution	Annual principal and interest		44,440	3.75	%		199,224		—	June 2018		153,668

Total						$	1,047,892	$	894,338		$	1,313,888

Each of the notes governing the Company's outstanding indebtedness includes standard acceleration clauses triggered by default on certain provisions of the note.

Aggregate maturities of long-term debt over the next five years and thereafter are as follows:

The Company had loan agreements with a financial institution for lines of credit with aggregate outstanding balances of $3,361,666 as of December 31, 2012. The aggregate amount of credit available under these lines was $4,725,000 as of December 31, 2012. The lines of credit bore annual interest rates ranging from 4.00% to 5.25% and have 12-month terms. The lines of credit were collateralized by the current assets of the Company. As of April 4, 2013, the Company repaid the entire outstanding balance.

On April 4, 2013, the Company entered into a loan agreement with a financial institution for a line of credit of $2,500,000. As of December 31, 2013, the line of credit had an outstanding balance of $2,496,635. The line of credit bears interest at a variable rate, which was 3.18% per annum at December 31, 2013, and has a 12-month term. The line of credit is collateralized by the current assets of the Company. The loan covenants require that the Pittman Hough Farms combined entities maintain a debt service ratio of 1.25:1.00 and maintain $1,500,000 of available working capital as of June 30 and December 31 each year. As of December 31, 2013, the Pittman Hough Farms combined entities were in compliance with the covenants under the loan agreement. Annual lines of credit are customary in the industry and management believes they will be able to renew this line of credit at maturity.

GAAP defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company's principal and most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. The fair value hierarchy generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity's own assumptions based on market data and the entity's judgments about assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available for the circumstances.

GAAP establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

There were no assets and liabilities that were accounted for at fair value at December 31, 2012.

The following table sets forth, by level, the Company's assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2013.

Harvested grain inventories available for sale are carried at market price, based on exchange-quoted prices, adjusted for differences in local markets, or market transactions. In such cases, inventory is classified in Level 2. The market value adjustments for the year ended December 31, 2013 were $345,535 for grain inventory.

The Company is not currently subject to any known material commitments or contingencies from its business operations, nor to any material known or threatened litigation.

The Company has evaluated subsequent events through February 12, 2014, the date on which the financial statements were available to be issued.

On March 6, 2014, the Company entered into an amended loan agreement with a financial institution for a line of credit of $2,750,000. This represents an increase in the existing line of credit of $250,000. The terms of the original loan agreement remain unchanged. (unaudited)

Substantially concurrently with the proposed underwritten initial public offering by Farmland Partners Inc., a Maryland corporation (the "REIT"), of its common stock (the "Offering"), which is expected to be completed in 2014, the Company's leases with wholly owned subsidiaries of FP

Land LLC, the REIT's predecessor, for approximately 5,533 acres (unaudited) of farmland will be terminated, and the Company will enter into new triple-net lease agreements with wholly owned subsidiaries of the REIT for the same farmland.. Total lease expense, under the new triple-net leases, with wholly owned subsidiaries of the REIT is expected to be $2,180,138 for the year ending December 31, 2014. As of December 31, 2013, the Company leased an aggregate of approximately 9,594 acres (unaudited) of farmland, including the approximately 5,533 acres (unaudited) of farmland leased from wholly owned subsidiaries of FP Land LLC.

Baird
BMO Capital Markets
Janney Montgomery Scott
Mitsubishi UFJ Securities
Stephens Inc.

Until May 5, 2014 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as soliciting dealers with respect to their unsold allotments or subscriptions.

	Per Share	Total




Public offering price	$14.00	$53,200,000

Underwriting discount(1)	$0.98	$3,724,000

Proceeds, before expenses, to us	$13.02	$49,476,000

		Page

PROSPECTUS SUMMARY		1
RISK FACTORS		24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		57
USE OF PROCEEDS		58
DISTRIBUTION POLICY		60
CAPITALIZATION		61
DILUTION		62
SELECTED FINANCIAL DATA		64
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		66
OUR BUSINESS AND PROPERTIES		82
INDUSTRY OVERVIEW AND MARKET OPPORTUNITY		100
MANAGEMENT		127
PRINCIPAL STOCKHOLDERS		143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		145
STRUCTURE AND FORMATION OF OUR COMPANY		152
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES		158
DESCRIPTION OF OUR CAPITAL STOCK		165
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS		169
OUR OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT		175
SHARES ELIGIBLE FOR FUTURE SALE		182
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		185
UNDERWRITING		207
EXPERTS		211
LEGAL MATTERS		211
WHERE YOU CAN FIND MORE INFORMATION		211
INDEX TO FINANCIAL STATEMENTS		F-1

	Shares/OP Units Purchased						Total Consideration

	Shares/OP Units Purchased						Total Consideration						Average Price per Share/OP Unit
	Number			Percent(1)			Amount			Percent			Average Price per Share/OP Unit
OP unit holders		1,945,000	(2)		33.9	%	$	(6,020,369)	(3)		(12.8	)%	$	(3.10	)
New investors		3,800,000			66.1			53,200,000	(4)		112.8		$	14.00

Total		5,745,000			100.0	%	$	47,179,631			100.0	%

	Payments Due by Period

	Year Ending December 31,
Contractual Obligations	2014		2015		2016		2017		2018		2019 and later		Total
Principal Payments of Long-Term Indebtedness	$	1,440,014	$	1,441,529	$	34,115,606	$	247,995	$	849,857	$	4,970,236	$	43,065,237
Interest Payments on Fixed-Rate Long-Term Indebtedness		109,439		111,645		107,680		103,159		98,611		572,800		1,103,334
Interest Payments on Variable-Rate Long-Term Indebtedness		1,137,606		1,098,902		390,433		136,272		130,933		1,562,438		4,456,584

Total	$	2,687,059	$	2,652,076	$	34,613,719	$	487,426	$	1,079,401	$	7,105,474	$	48,625,155

2013 Leases	Term	Type of Rental Payment	Timing of Rental Payment

Related-tenant leases(1)	1 year	Adjustable cash-basis(1)	Due on demand
Baca	1 year	Crop-share(2)	Due at harvest
Crane Creek	1 year	Fixed cash-basis(3)	50% in February; 50% December

Loan	Amount to be Repaid(1) (in thousands)				Maturity Date

Multi-property loan(3)	$	4,500	2.80	%	March 2016
John's Shop		1,743	3.15		April 2043
Matulka and Stanbra/Zeller		1,137	3.25		October 2032
Zeagers(4)		1,016	2.80		June 2016
Tazewell		920	5.25		July 2030
Merrill(5)		787	4.90		December 2041
Smith		688	4.00		April 2018
Heap		529	4.95		September 2031
Trone(6)		470	3.15		November 2032
Kelly		255	3.99		December 2027

Total	$	12,045


Initial public offering price per share				$	14.00
Pro forma net tangible book value per share/OP unit at December 31, 2013	$	(2.86	)
Increase in pro forma net tangible book value per share attributable to our formation transactions and this offering	$	9.82

Pro forma net tangible book value per share after giving effect to this offering				$	7.03

Dilution in pro forma net tangible book value per share to new investors				$	6.97

				For the Years Ended December 31,

	Pro Forma for the Year Ended December 31, 2013			For the Years Ended December 31,
	Pro Forma for the Year Ended December 31, 2013			2013		2012
	(Unaudited)
Net income (loss)	$	(1,307,270	)	$	34,172	$	586,352
Depreciation		148,547			148,547		124,576

FFO	$	(1,158,723	)	$	182,719	$	710,928

Year Ended December 31,				Total Rent		Average Rent per Acre

2013	100	%	7,323	$	2,350,025	$	321
2012	100	%	6,763	$	1,975,787	$	292
2011	100	%	5,951	$	1,421,934	$	239

2014 Leases	Term	Type of Rental Payment	Timing of Rental Payment

Related-tenant leases(1)	1 - 3 years	Fixed cash-basis(1)	100% due on March 1(1)
Baca	1 year	Variable(2)	Due at harvest
Crane Creek	1 year	Fixed cash-basis(3)	50% in February; 50% in December

Lease Expiration Year			Expiring Annual Rent

2014	16	3,269	$	979,068	37.1	%
2015	10	1,857		766,975	29.1	%
2016	12	2,197		893,471	33.8	%

Total	38	7,323	$	2,639,514	100.0	%


2012 Illinois Sellers of Farmland		2012 Illinois Reasons for Selling Farmland

2012 Illinois Methods of Selling Farmland		2012 Illinois Buyers of Farmland

Name		Position

Paul A. Pittman*	51	Executive Chairman, President and Chief Executive Officer
Luca Fabbri*	45	Chief Financial Officer, Secretary and Treasurer
Dean Jernigan†	68	Director Nominee
Jay Bartels†	49	Director Nominee
Chris A. Downey†	63	Director Nominee
Darell D. Sarff†	64	Director Nominee
Robert S. Solomon†	47	Director Nominee

Name and Principal Position		Salary(1)		Bonus(2)		Stock Awards(2)		All Other Compensation		Total

Paul A. Pittman—Executive Chairman, President and Chief Executive Officer	2014	$	400,000	$	—	$	—	$	—	$	400,000
Luca Fabbri—Chief Financial Officer	2014	$	200,000	$	—	$	—	$	—	$	200,000

Prior Investors	Relationship to Us			Total Value of Formation Transaction Consideration

Paul A. Pittman	Executive Chairman, President and Chief Executive Officer	1,458,750	(1)	$	20,422,500	(1)
Jesse J. Hough	Consultant	262,575	(2)	$	3,676,050	(2)


Baird		BMO Capital Markets		Janney Montgomery Scott


Mitsubishi UFJ Securities				Stephens Inc.

Underwriter		Number of Shares

Robert W. Baird & Co. Incorporated			1,178,000
BMO Capital Markets Corp.			760,000
Janney Montgomery Scott LLC			760,000
Mitsubishi UFJ Securities (USA), Inc.			570,000
Stephens Inc.			532,000

Total			3,800,000

		Page

Farmland Partners Inc. and Subsidiaries:
Unaudited Pro Forma Consolidated Information:
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2013			F-4
Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2013			F-5
Notes to Unaudited Pro Forma Consolidated Financial Statements			F-6
Historical Financial Statements:
Report of Independent Registered Public Accounting Firm			F-11
Consolidated Balance Sheets as of December 31, 2013 and December 5, 2013			F-12
Notes to Consolidated Balance Sheets			F-13
FP Land LLC:
Report of Independent Registered Public Accounting Firm			F-15
Combined Consolidated Balance Sheets as of December 31, 2013 and 2012			F-16
Combined Consolidated Statements of Operations for the years ended December 31, 2013 and 2012			F-17
Combined Consolidated Statements of Members' (Deficit) Equity for the years ended December 31, 2013 and 2012			F-18
Combined Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012			F-19
Notes to FP Land LLC Combined Consolidated Financial Statements			F-20
Schedule III—Real Estate and Accumulated Depreciation			F-31
Astoria Farms:
Independent Auditor's Report			F-33
Balance Sheets as of December 31, 2013 and 2012			F-34
Statements of Operations for the years ended December 31, 2013 and 2012			F-35
Statements of Partners' Deficit for the years ended December 31, 2013 and 2012			F-36
Statements of Cash Flows for the years ended December 31, 2013 and 2012			F-37
Notes to Astoria Farms Financial Statements			F-38


Gross Proceeds	$	53,200
Less:
Underwriters' discount		(3,724	)
Offering costs incurred by our Predecessor incurred through March 2014		(1,309)	(1)

Net proceeds	$	48,167

	Year Ended December 31, 2013

Contractual rental income from new leases	$	2,474,839
Less: Predecessor rental income		2,205,766

Pro forma adjustment to contractual rental income	$	269,073



Shares issued in the Offering, net of unvested restricted shares	3,800,000
Impact from Offering proceeds not used for debt repayment(1)	(2,580,126	)

Denominator for basic and diluted earnings per share	1,219,874


Balance at December 31, 2011	$	(5,301,792	)
Net income		586,352
Contributions		8,022,163
Distributions		(2,973,355	)

Balance at December 31, 2012		333,368

Net income		34,172
Contributions		1,673,450
Distributions		(6,764,912	)

Balance at December 31, 2013	$	(4,723,922	)

		Years

Grain facilities			20 - 25
Irrigation improvements			20 - 30
Drainage improvements			30 - 65

Farm name	Date acquired		Land		Irrigation improvements		Grain facilities		Fair value of debt assumed			Property tax liability and accrued interest assumed			Value of equity interests exchanged

Matulka	1/1/12	242	$	1,881,333	$	54,667	$	—	$	(150,000	)	$	(13,166	)	$	1,772,834
Stanbra/Zeller	1/1/12	181		1,538,500		—		—		(150,000	)		(9,345	)		1,379,155
Grain facility	1/1/12	—		—		—		408,426		—						408,426

			$	3,419,833	$	54,667	$	408,426	$	(300,000	)	$	(22,511	)	$	3,560,415

Farm name		Date acquired		Total acres (unaudited)		Location		Land			Irrigation improvements			Total purchase price

Smith		6/26/2013		99.54		McDonough County, IL		$	1,147,188		$	—		$	1,147,188

Farm name	Date acquired	Total acres (unaudited)	Location	Land		Irrigation improvements		Total purchase price

Kelly	6/29/12	75	Butler County, NE	$	742,097	$	—	$	742,097
Zeagers	12/26/12	120	Butler County, NE		1,109,000		40,000		1,149,000
Beckerdite	2/12/12	120	Schuyler County, IL		990,516		—		990,516
McFadden SC	10/8/12	34	Schuyler County, IL		251,748		—		251,748
McFadden MD	10/8/12	107	McDonough County, IL		609,933		—		609,933
Symond	12/21/12	200	Mason County, IL		1,700,000		—		1,700,000	(1)

				$	5,403,294	$	40,000	$	5,443,294
							less escrow applied		(97,679	)

								$	5,345,615

	Year ended

Proforma (unaudited)	December 31, 2013		December 31, 2012
Total revenue	$	2,364,175	$	2,333,600
Net income		35,431		652,671

	Year Ended December 31,

	2013		2012
Real estate:
Balance at beginning of year	$	37,156	$	27,391
Additions during period
Additions through construction of improvements		503		439
Non cash acquisitions		—		5,514
Acquisitions through business combinations		1,147		3,812

Balance at end of year	$	38,806	$	37,156

Accumulated depreciation:
Balance at beginning of year	$	302	$	177
Additions charged to costs and expenses		148		125

Balance at end of year	$	450	$	302

	Partners' Equity (Deficit)			Affiliates' Notes			Total

Partners' Deficit at December 31, 2011	$	(408,945	)	$	(2,110,788	)	$	(2,519,733	)
Net income		909,093			—			909,093
Distributions		(109,025	)		—			(109,025	)
Change in affiliates' notes		—			508,866			508,866

Partners' (Deficit) Equity at December 31, 2012	$	391,123		$	(1,601,922	)	$	(1,210,799	)

Net loss		(653,296	)		—			(653,296	)
Distributions		(127,000	)		—			(127,000	)
Change in affiliates' notes		—			1,601,922			1,601,922

Partners' Deficit at December 31, 2013	$	(389,173	)	$	—		$	(389,173	)

Assets:	Total		Quoted Prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Grain inventory	$	1,480,755	$	—	$	1,480,755	$	—

Total	$	1,480,755	$	—	$	1,480,755	$	—