Nuveen Farmland REIT

11/10/2026 | Press release | Distributed by Public on 11/10/2026 16:20

Amendment to Current Report (Form 8-K/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2026
Nuveen Farmland REIT
(Exact name of Registrant as specified in its Charter)
Maryland
000-56779
39-7054558
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
333 West Wacker Drive
Chicago, IL
60606
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (312) 917-7700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
Nuveen Farmland REIT (the "Company" or "FREIT") previously filed on September 30, 2026 a Current Report on
Form 8-K disclosing the acquisition of two agricultural properties known as the Mississippi Acquisition and the Illinois
Acquisition (collectively, the "Acquired Properties") on September 24, 2026.
This Amendment to the Current Report on Form 8-K, filed on September 30, 2026, is being filed solely to provide the
required audited and unaudited combined statements of revenues and certain operating expenses under Rule 3-14 of Regulation
S-X with respect to the Acquired Properties. Additionally, this report presents the required pro forma financial information
reflecting the impact of the acquisitions on the Company. The Company intends to make an election to be treated as a real estate
investment trust for federal income tax purposes beginning with the taxable year ending December 31, 2026 and as such, the
estimated taxable operating results are excluded from this report.
The Company's results with respect to this acquisition may be materially different from those expressed in this report
due to various factors, including but not limited to those discussed under Item 1A. Risk Factors in our annual report on Form
10-K for the year ended December 31, 2025.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of Real Estate Acquired.
•Independent Auditors' Report;
•Audited combined statement of revenues and certain operating expenses for the Acquisition for the year
ended December 31, 2025 and unaudited combined statement of revenues and certain operating expenses for
the Acquisition for the six months ended June 30, 2026, and
•Notes to statements of revenues and certain operating expenses.
(b) Pro forma financial information.
•Unaudited pro forma condensed consolidated balance sheet at June 30, 2026;
•Unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2026;
and
•Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025.
5
Acquired Properties
Combined Statements of Revenues and Certain Operating Expenses
for the Year Ended December 31, 2025
and the Six Months Ended June 30, 2026 (Unaudited)
Year Ended
December 31, 2025
Six Months Ended
June 30, 2026
(Unaudited)
Revenues
Rental revenue
$710,753
$353,050
Total operating revenue
$710,753
$353,050
Certain operating expenses
Real estate taxes
$39,281
$19,817
Repairs and maintenance
12,873
3,456
General, administrative, and other
13,774
14,203
Total certain operating expenses
$65,928
$37,476
Excess of revenue over certain operating expenses
$644,825
$315,574
The accompanying notes are an integral part of the combined statements of revenues and certain operating expenses.
6
Acquired Properties
Notes to Combined Statements of Revenues and Certain Operating Expenses
for the Year Ended December 31, 2025
and the Six Months Ended June 30, 2026 (Unaudited)
Note 1. Organization and basis of presentation
The accompanying Combined Statements of Revenues and Certain Operating Expenses (the "financial statements") for
the year ended December 31, 2025 and the period from January 1, 2026 through June 30, 2026 (unaudited), relate to the
operations of two agricultural properties known as the Mississippi Acquisition and the Illinois Acquisition (collectively, the
"Acquired Properties") purchased by Nuveen Farmland REIT (the "Company" or "FREIT") on September 24, 2026. The
Company's sponsor is Nuveen, LLC, a wholly owned subsidiary of Teachers Insurance and Annuity Association of America
("TIAA"). The Acquired Properties were purchased from a subsidiary of TIAA.
The accompanying combined financial statements were prepared for the purpose of complying with Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission for the acquisition of real estate properties. The combined financial
statements are not representative of the actual operations for the periods presented, as certain expenses, which may not be
comparable to the expenses expected to be incurred in the future operations of the properties, have been excluded. Expenses
excluded generally consist of interest and debt related costs, depreciation and amortization expense, property management fees,
income taxes and certain other expenses not directly related to the future operations of the properties. Therefore, the combined
financial statements may not be comparable to a statement of operations for the Acquired Properties after their acquisition by
the Company. Except as noted above, the Company is not aware of any material factors relating to the Acquired Properties for
the year ended December 31, 2025 or the period from January 1, 2026 through June 30, 2026 (unaudited), that would cause the
reported financial information not to be indicative of future operating results.
Note 2. Summary of significant accounting policies
Basis of accounting
The combined financial statements have been prepared using the accrual method of accounting on the basis of
presentation described in Note 1. As such, expenses are recognized when incurred.
Interim unaudited information
The statement of revenues and expenses for the six months ended June 30, 2026 is unaudited. In the opinion of the
Company, such statement reflects all adjustments necessary for a fair statement of revenues and certain operating expenses in
accordance with Rule 3-14 of Regulation S-X as described above. All such adjustments are of a normal recurring nature.
Revenue recognition
Rental revenue from leased farmland is recognized when earned, as a function of time over the lease term. Bonus
rental revenue can be earned based on production levels and commodity prices, and is recognized as earned per the terms of the
lease agreement. Rental advances are recorded as liabilities until related revenues are earned and recognized.
Property operations
Certain operating expenses represent the direct expenses of operating the Acquired Properties and consist primarily of
real estate taxes, repairs and maintenance, and general, administrative, and other expenses that are expected to continue in the
ongoing operation of the Acquired Properties.
Use of estimates
The preparation of the accompanying combined financial statements in accordance with the accounting principles
generally accepted in the United States requires management of the Company to make certain estimates and assumptions about
the reported amounts of revenue and certain operating expenses during the reporting periods. Actual results could differ from
those estimates.
7
Note 3. Future rent payments
Approximate minimum future rents required under the leases in effect at December 31, 2025 are as follows (in
thousands):
Year
Future Minimum Rents
2026
$701
2027
644
2028
-
2029
-
2030
-
Thereafter
-
Total
$1,345
Note 4. Subsequent events
The Company evaluated events through November 10, 2026, the date the combined financial statements were available
to be issued, and no events have occurred that require consideration as adjustments to, or disclosures in, the combined financial
statements.
8
Nuveen Farmland REIT
Pro Forma Condensed Consolidated Financial Statements
(Unaudited)
On September 24, 2026, Nuveen Farmland REIT (the "Company" or "FREIT") completed the acquisition of two
agricultural properties known as the Mississippi Acquisition and the Illinois Acquisition (collectively, the "Acquired
Properties"). The Company funded the acquisition with proceeds received on September 1, 2026 from selling shares in
unregistered private offerings (the "Initial Closing"). The Acquired Properties consist of approximately 3,485.3 gross acres of
row crop farmland.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2026 is presented as if (i) proceeds
received from the Initial Closing and (ii) the purchase of the Acquired Properties were each completed on June 30, 2026.
The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026 and
for the year ended December 31, 2025, are presented as if the Acquired Properties were purchased on January 1, 2025.
The following unaudited pro forma condensed consolidated financial statements have been prepared to comply with
Article 11 of Regulation S-X, as promulgated by the SEC. The unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the financial statements of the Company and notes thereto presented in the
Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2026 and Annual Report on Form 10-K for the
year ended December 31, 2025. The unaudited pro forma balance sheet and income statements are not necessarily indicative of
what the actual financial position and operating results would have been had the (i) proceeds been received from the Initial
Closing and (ii) Acquired Properties been purchased on June 30, 2026 and January 1, 2025, respectively, nor are they indicative
of future operating results of the Company.
9
Nuveen Farmland REIT
Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2026
(Unaudited, in thousands)
FREIT
Historical
Initial Closing
Acquired
Properties
FREIT Pro
Forma
Assets
Investments in real estate
$-
$-
$20,633
(b)
$20,633
Cash and cash equivalents
1
34,668
(a)
(20,633)
(c)
14,036
Total assets
$1
$34,668
$-
$34,669
Liabilities and Equity
Due to affiliates
$1
$-
$-
$1
Total liabilities
1
-
-
1
Equity
Common shares - Type A-I Shares, 0.01 par value per
share, no shares issued and outstanding at June 30, 2026
-
14
(a)
-
14
Common shares - Type A-II Shares, 0.01 par value per
share, no shares issued and outstanding at June 30, 2026
-
3
(a)
-
3
Common shares - Type S-I Shares, 0.01 par value per
share, no shares issued and outstanding at June 30, 2026
-
-
(a)
-
-
Common shares - Type S-II Shares, 0.01 par value per
share, no shares issued and outstanding at June 30, 2026
-
-
(a)
-
-
Common shares - Type I Shares, 0.01 par value per
share, no shares issued and outstanding at June 30, 2026
-
-
(a)
-
-
Additional paid-in capital
-
34,651
(a)
-
34,651
Total equity
-
34,668
-
34,668
Total liabilities and equity
$1
$34,668
$-
$34,669
(a)
The Company received proceeds on September 1, 2026 from selling shares in unregistered private offerings. The following table
details the shares sold:
Description
Initial Closing Price
Shares Issued
Proceeds
Type A-I Shares
$20.00
1,401,150
$28,023,000
Type A-II Shares
20.00
299,250
5,985,000
Type S-I Shares
20.00
12,500
250,000
Type S-II Shares
20.00
500
10,000
Type I Shares
20.00
20,000
400,000
1,733,400
$34,668,000
The Company recorded the par value of the shares issued and sold as common shares and the remainder as additional paid-in capital.
The Company included this pro forma adjustment as if the cash proceeds received on September 1, 2026 were used to purchase the
Acquired Properties.
(b)
Represents the purchase price of the Acquired Properties, including closing costs, as if the transaction was completed as of June 30,
2026. The Company determined this acquisition was an asset acquisition in accordance with accounting principles generally accepted
in the United States of America ("GAAP") and allocated the total purchase price to the assets acquired based on relative fair value. The
following table details the purchase price allocation of the Acquired Properties:
Description
Acquired Properties
Useful Lives
Land
$18,813,720
n/a
Buildings
118,800
30-35 years
Improvements
1,700,880
5-60 years
Investments in real estate
$20,633,400
(c)
The Acquired Properties were purchased using funds from the Initial Closing.
10
Nuveen Farmland REIT
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
For the Six Months Ended June 30, 2026
(in thousands)
FREIT
Historical
Acquired
Properties
Pro Forma
Adjustments
FREIT Pro
Forma
Revenues
Rental revenue
$-
$351
(a)
$-
$351
Total revenues
$-
$351
$-
$351
Expenses
Rental property operating
$-
$23
(a)
$-
$23
General and administrative
-
14
(a)
-
14
Depreciation
-
-
85
(b)
85
Total expenses
$-
$37
$85
$122
Net income
$-
$314
$(85)
$229
(a)
Represents the operating results attributable to the Acquired Properties for the six months ended June 30, 2026.
(b)
Represents the depreciation attributable to the Acquired Properties for the six months ended June 30, 2026. The Company records
depreciation on a straight-line basis.
11
Nuveen Farmland REIT
Pro Forma Condensed Consolidated Statement of Operations (Unaudited)
For the Year Ended December 31, 2025
(in thousands)
FREIT
Historical
Acquired
Properties
Pro Forma
Adjustments
FREIT Pro
Forma
Revenues
Rental revenue
$-
$701
(a)
$-
$701
Total revenues
$-
$701
$-
$701
Expenses
Rental property operating
$-
$52
(a)
$-
$52
General and administrative
-
14
(a)
-
14
Depreciation
-
-
170
(b)
170
Total expenses
$-
$66
$170
$236
Net income
$-
$635
$(170)
$465
(a)
Represents the operating results attributable to the Acquired Properties for the year ended December 31, 2025.
(b)
Represents the depreciation attributable to the Acquired Properties for the year ended December 31, 2025. The Company records
depreciation on a straight-line basis.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
Nuveen Farmland REIT
November 10, 2026
By:
/s/ Jennifer Mangano
Name:
Jennifer Mangano
Title:
Chief Accounting Officer and Treasurer
Nuveen Farmland REIT published this content on November 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 10, 2026 at 22:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]