nuveen-20260630

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-56779

Nuveen Farmland REIT

(Exact name of Registrant as specified in its Charter)


Maryland			39-7054558
(State or other jurisdiction of incorporation or organization)			(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

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

None

Securities registered pursuant to Section 12(g) of the Act:

Type A-I common shares of beneficial interest, par value $0.01 per share

Type A-II common shares of beneficial interest, par value $0.01 per share

Type S common shares of beneficial interest, par value $0.01 per share

Type D common shares of beneficial interest, par value $0.01 per share

Type I common shares of beneficial interest, par value $0.01 per share

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There is currently no established market for the registrant’s common shares of beneficial interest.

As of August 12, 2026, the issuer had no common shares issued and outstanding.

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		Page

PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Consolidated Financial Statements (Unaudited)
	Consolidated Balance Sheets (Unaudited) as of June 3 0 , 2026 and December 31, 2025	4
	Notes to the Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nuveen Farmland REIT

Consolidated Balance Sheets (Unaudited)

(in thousands)


	June 30, 2026		December 31, 2025
ASSETS
Cash	$	1	$	1
Total Assets	$	1	$	1
LIABILITIES & EQUITY
Liabilities
Related party payable	$	1	$	1
Total Liabilities	$	1	$	1
Commitments and Contingencies (See Note 6)
Total Equity	$	—	$	—
Total Liabilities & Equity	$	1	$	1
The accompanying notes are an integral part of the consolidated financial statements.

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Nuveen Farmland REIT

Notes to the Consolidated Balance Sheets (Unaudited)

Note 1. Organization and Business Purpose

Nuveen Farmland REIT (the “Company”) was formed on July 21, 2025 as a Maryland statutory trust. The Company intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company’s sponsor is Nuveen, LLC, a Delaware limited liability company (the “Sponsor” or “Nuveen”), a wholly owned subsidiary of Teachers Insurance and Annuity Association of America (“TIAA”). The Company is the sole general partner of Nuveen Farmland REIT Operating Partnership, L.P., a Delaware limited partnership (“Nuveen OP” or the “Operating Partnership”). Nuveen OP has issued a special limited partner interest to Nuveen Farmland REIT Special Limited Partner L.P. (the “Special Limited Partner”), a wholly owned subsidiary of Nuveen. The Company was organized to invest primarily in agricultural real estate throughout the United States, namely leased farmland and related agricultural real estate that produces food or fiber, inputs for production agriculture, processing/storing crops or other agricultural-related assets. Substantially all of the Company’s business is conducted through Nuveen OP. The Company and Nuveen OP are externally managed by Nuveen Farmland Advisors, LLC, a Delaware limited liability company (the “Advisor”), an indirect, wholly owned subsidiary of the Sponsor.

As of June 30, 2026, the Company had neither purchased nor contracted to purchase any investments. In connection with the date that the Company first receives cash from subscriptions in connection with the Company’s ongoing private offering (the “Initial Closing”), the Company may acquire one or more initial assets (the “Initial Portfolio”) from a subsidiary of TIAA. As of June 30, 2026 we have not yet acquired any assets. An affiliate of Nuveen intends to make a cash investment of at least $25 million in exchange for Type A-I Shares. As of June 30, 2026, the Advisor had not identified assets in which it is probable that the Company will invest.

Note 2. Capitalization

The Company is authorized to issue an unlimited number of shares classified as common shares of beneficial interest, par value $0.01 per share (“Common Shares”), an unlimited number of which are designated as Type A-I common shares (“Type A-I Shares”), Type A-II common shares (“Type A-II Shares”), Type I common shares (“Type I Shares”), Type S common shares (“Type S Shares”), Type S-I common shares (“Type S-I Shares”), Type S-II common shares (“Type S-II Shares”), Type D common shares (“Type D Shares”), Type E common shares (“Type E Shares”) and preferred shares, respectively. The Company is conducting a continuous private offering (the “Offering”), pursuant to which it is offering to sell investors any combination of eight types of Common Shares designated as Type A-I Shares, Type A-II Shares, Type I Shares, Type S Shares, Type S-I Shares, Type S-II Shares, Type D Shares, and Type E Shares, with a dollar value up to $3.0 billion. The share types have different upfront selling commissions (“Upfront Sales Load”), management fees and ongoing annual shareholder servicing fees. The purchase price per share for each type of Common Shares in the Offering varies and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable Upfront Sales Load and Intermediary Manager (as defined below) fees, if any. NAV for each type of share will be determined by the Advisor pursuant to the valuation guidelines adopted by the Company's board of trustees and may differ from equity reflected in our consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Note 3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with GAAP. Separate statements of operations, comprehensive income, changes in equity and cash flows have not been presented because the Company has not commenced operations and has nominal assets and liabilities.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

The Company’s consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, the Operating Partnership.

Cash

Cash represents cash held in banks. The Company had no bank balances in excess of federally insured amounts as of June 30, 2026. The Company deposits its cash with high credit-quality institutions to minimize credit risk.

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Income Taxes

The Company intends to elect to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable period ended December 31, 2026, and intends to operate in a manner that will allow it to continue to qualify as a REIT. In qualifying for taxation as a REIT, the Company is subject to federal corporate income tax to the extent it distributes less than 100% of its REIT taxable income (including for this purpose its net capital gain) to its shareholders. The Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions it pays in any calendar year are less than the sum of 85% of its ordinary income, 95% of its net capital gains, and 100% of its undistributed income from prior years. The Company is also subject to a number of other organizational and operational requirements.

The Company has not yet filed its initial tax return.

Organization and Offering Expenses

The Advisor has agreed to advance organization and offering expenses through the first anniversary of the Company’s Initial Closing (the “Initial Expenses”) on our behalf and behalf of the Operating Partnership. Initial Expenses may include, without limitation, legal, accounting and printing fees and other expenses attributable to the organization, the preparation of the private offering memorandum and registration statement, registration and qualification of Common Shares with the Securities and Exchange Commission (the “SEC”), filing fees incurred by the Advisor, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and reimbursements for customary travel, lodging, and meals, but excluding Upfront Sales Load, and the ongoing annual shareholder servicing fees and expenses in connection with filings under the Securities Exchange Act of 1934, as amended. The Advisor has agreed to defer reimbursement through the first anniversary of the Initial Closing. The Company will reimburse the Advisor for all such Initial Expenses ratably over the 60 months following the first anniversary of the Initial Closing. The Advisor reserves the right to waive any portion of its reimbursement at its discretion.

As of June 30, 2026, the Advisor and its affiliates have incurred organization and offering expenses of approximately $1.8 million. These organization and offering expenses are not recorded in the accompanying consolidated balance sheets because such costs are not the Company’s liability until the date, if any, on which it is probable that the Company will commence operations. As of such date, the Company will record organizational expenses as incurred, and offering expenses will be charged to equity. Any amount due to the Advisor but not paid will be recognized as a liability on the consolidated balance sheets.

Segment Reporting

In accordance with FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Company operates through a single operating and reporting segment. The chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer, who assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net income under GAAP. As the Company’s operations consist of a single reporting segment, the segment assets are the same as those reflected in total assets on the accompanying consolidated balance sheets.

New Accounting Pronouncements

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in ASU 2024-03 improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is generally not presented in the financial statements today. The amendments in ASU 2024-03, as amended by ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments in ASU 2025-03 require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity that meets the definition of a business to consider the factors in paragraphs ASC 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in ASU 2025-03 are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in ASU 2025-03 require that an entity apply the new guidance prospectively to

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any acquisition transaction that occurs after the initial application date. Early adoption is permitted. Management is currently assessing the impact this standard will have on the Company’s consolidated financial statements.

Note 4. Related Party Transactions

Initial Closing

In connection with the Initial Closing, the Company may acquire the Initial Portfolio from a subsidiary of TIAA. An affiliate of Nuveen intends to make a cash investment of at least $25 million in exchange for Type A-I Shares. As of June 30, 2026, the Advisor had not identified assets in which it is probable that the Company will invest.

Management Fees

The Company intends to enter into an Advisory Agreement (the “Advisory Agreement”) with Nuveen OP and the Advisor. Pursuant to the Advisory Agreement, the Advisor will be responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees.

The Advisor receives a management fee, payable quarterly in arrears, in connection with the management of the Company, as follows:


	Type A-I Shares	Type A-II Shares	Type I Shares	Type S Shares	Type S-I Shares	Type S-II Shares	Type D Shares	Type E Shares
Management Fee (% of NAV for shares)	0.95%	1.15%	1.25%	1.25%	0.95%	1.15%	1.25%	—

In calculating the Advisor’s management fee, NAV is determined before giving effect to accruals for the management fee, performance participation interest, ongoing annual shareholder servicing fees or distributions payable on Company shares. As of June 30, 2026, there is no management fee accrued as there were no shares outstanding.

Additionally, to the extent the Nuveen OP issues OP Units to parties other than the Company, the Advisor receives a management fee from Nuveen OP, payable quarterly in arrears, in connection with the management of the Company, as follows:


	Type A-I OP Units	Type A-II OP Units	Type I OP Units	Type S OP Units	Type S-I OP Units	Type S-II OP Units	Type D OP Units	Type E OP Units
Management Fee (% of NAV for OP Units)	0.95%	1.15%	1.25%	1.25%	0.95%	1.15%	1.25%	—

As of June 30, 2026, there is no management fee accrued as there were no OP Units outstanding.

Related Party Payable

The Advisor has advanced $1,000 in a non-interest bearing payable (the “Initial Capitalization”) to the Company. The Company will reimburse the Advisor for the Initial Capitalization ten (10) business days after the Initial Closing.

Fees Due to Affiliated Service Providers

The Company may retain certain of the Advisor’s affiliates for necessary services relating to the Company’s investments or its operations, including, without limitation, property management and operations services, as well as services related to consulting/brokerage, capital markets/credit origination, loan servicing, property, title and other types of insurance, management consulting and other similar operational matters. As of June 30, 2026, the Company has not retained an affiliate of the Advisor for any such services.

Fees Due to Intermediary Manager

The Company has entered into an Intermediary Manager Agreement (the “Intermediary Manager Agreement”) with Nuveen Securities, LLC (the “Intermediary Manager”) as the intermediary manager for the Offering. The Intermediary Manager is a registered broker-dealer affiliated with the Advisor. The Company is obligated under the Intermediary Manager Agreement to pay annual shareholder servicing fees with respect to the Type S, Type S-I, Type S-II, and Type D Shares distributed in the Offering. The ongoing annual shareholder servicing fees will be paid monthly in arrears. As of June 30, 2026, there is no shareholder servicing fee accrued as there were no shares outstanding.

The Company is obligated under the Intermediary Manager Agreement to pay Upfront Sales Load as a percentage of the transaction price of each Type S Shares, Type S-I Shares, Type S-II Shares, and Type D Shares. No Upfront Sales Load is paid in connection with purchases of the Type A-I Shares, Type A-II Shares, Type I Shares, Type E Shares or shares issued pursuant to the Company’s distribution reinvestment plan. The Intermediary Manager anticipates that all or a portion of the Upfront Sales Load will be retained by, or paid to, participating broker-dealers. Any Upfront Sales Load and ongoing annual

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shareholder servicing fees with respect to Type S Shares, Type S-I Shares, Type S-II Shares, and Type D Shares will be paid only to an eligible broker-dealer. As of June 30, 2026, there is no Upfront Sales Load as there were no shares outstanding.

The following table presents the Upfront Sales Load and the shareholder servicing fees per annum, for each type of shares sold in the Offering:


	Type A-I Shares	Type A-II Shares	Type I Shares	Type S Shares	Type S-I Shares	Type S-II Shares	Type D Shares	Type E Shares
Upfront Sales Load (% of Transaction Price)	—	—	—	up to 3.5%	up to 3.5%	up to 3.5%	up to 1.5%	—
Annual Shareholder Servicing Fee (% of NAV)	—	—	—	0.85%	0.85%	0.85%	0.25%	—

Fees Due to Special Limited Partner

So long as the Advisory Agreement has not been terminated, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership with regard to OP Units equal to 12.5% of the Total Return, subject to a 6% Hurdle Amount and a High Water Mark, with a Catch-Up (each as defined below) for Type A-II, Type I, Type S, Type S-II, and Type D units. For Type A-I and Type S-I units, the performance participation interest will entitle the Advisor to receive an allocation from the Operating Partnership equal to 9% of the Total Return, subject to a 6% Hurdle Amount and a High Water Mark, with a Catch-up.

Specifically, the Special Limited Partner will be allocated a performance participation interest in an amount equal to:

•First, if the Total Return for the applicable period exceeds the sum of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amounts (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Advisor equals 12.5% (and in respect of any Type A-I and Type S-I units in the Operating Partnership only, 9%) of the sum of (x) the Hurdle Amount for that period and (y) any amount paid to the Advisor to this clause (this is commonly referred to as a “Catch-Up”); and

•Second, to the extent there are remaining Excess Profits, 12.5% (and in respect of any Type A-I and Type S-I units in the Operating Partnership only, 9%) of such remaining Excess Profits.

“Total Return” for any period since the end of the prior calendar year shall equal the sum of:

•All distributions accrued or paid (without duplication) on all of the Operating Partnership units outstanding at the end of such period since the beginning of the then-current calendar year (the “Performance Participation Units”) and

•The change in aggregate NAV of the Performance Participation Units since the beginning of the year, before giving effect to (x) changes resulting solely from the proceeds of issuances of Performance Participation Units, (y) any performance participation interest accrual and (z) applicable shareholder servicing fee expenses (including any payments to the Company for payment of such expenses).

For the avoidance of doubt, the calculation of Total Return will (i) include any appreciation or depreciation in the NAV of Performance Participation Units issued during the then-current calendar year but (ii) exclude the proceeds from the initial issuance of such Performance Participation Units.

“Hurdle Amount” for any period during a calendar year means that amount that results in a 6.0% annualized internal rate of return on the NAV of the Performance Participation Units outstanding at the beginning of the then-current calendar year and all Performance Participation Units issued since the beginning of the then current calendar year, taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such units and all issuances of Performance Participation Units over the period and calculated in accordance with recognized industry practices. The ending NAV of the Performance Participation Units used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the performance participation interest and applicable shareholder servicing fee expenses. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Performance Participation Units redeemed during such period, which units will be subject to the performance participation allocation upon redemption as described below.

Except as described in Loss Carryforward Amount below, any amount by which Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.

“Loss Carryforward Amount” will initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return, provided that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Performance Participation Units redeemed during such year, which units will be subject to the performance participation allocation upon redemption as described below. The effect of the Loss Carryforward Amount is that

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the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Special Limited Partner’s performance participation allocation. This is referred to as a “High Water Mark.”

Note 5. Economic Dependency

The Company depends on the Advisor and its affiliates for certain services that are essential to it, including the sale of the Company’s shares of Common Shares, origination, acquisition and disposition decisions, and certain other responsibilities. If the Advisor and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.

Note 6. Risks and Contingencies

As of June 30, 2026, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it.

Note 7. Subsequent Events

There have been no events since June 30, 2026 that require recognition or disclosures in the Consolidated Financial Statements.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References herein to the “Company,” “we,” “us,” or “our” refer to Nuveen Farmland REIT and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report on Form 10-Q. Dollars are in thousands, except for per share amounts.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements about our business, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include our plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond our control. Although we believe the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and our actual results, performance and achievements may be materially different from those expressed or implied by these forward-looking statements as a result of 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, and elsewhere in this Quarterly Report on Form 10-Q. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Quarterly Report on Form 10-Q is filed with the Securities and Exchange Commission (the “SEC”). Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Quarterly Report on Form 10-Q.

Overview

We are a Maryland statutory trust formed on July 21, 2025. Our investment strategy will be to invest primarily in agricultural real estate throughout the United States, namely leased farmland and related agricultural real estate that produces food or fiber, inputs for production agriculture, processing/storing crops or other agricultural-related assets. In addition, we expect to pursue core agricultural investments and infrastructure regarding access, storage and distribution of water and related rights. We may pursue debt investments on agriculture-related assets, including the origination of mortgages. We will also maintain a portion of our portfolio in liquid securities. Additionally, we expect to pursue those certain investments that will enable us to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes.

We are structured as a privately placed, non-listed perpetual-life REIT, and therefore our securities are not listed on a national securities exchange and, as of the date of this Quarterly Report, there is no plan to list our securities on a national securities exchange. As a perpetual-life REIT, our common shares are intended to be sold monthly on a continuous basis at a price generally equal to our prior month’s NAV per share. We intend to elect and qualify to be taxed as a REIT under the Code, for U.S. federal income tax purposes and generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our REIT taxable income to shareholders and maintain our qualification as a REIT.

We have not commenced operations and have not made any investments. Subject to and in connection with the Initial Closing, we intend to commence operations and acquire an Initial Portfolio.

We are an externally advised, perpetual-life REIT formed to pursue the following investment objectives:

Our investment objectives are to seek to provide investors with exposure to investments in agricultural real estate. We will invest in geographic diversified regions across the U.S. with an objective to realize both current income through lease revenue and long-term capital appreciation.

We may not achieve our investment objectives. See “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025.

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Subject to the Initial Closing, including the timing of the Initial Closing, we intend to elect and qualify to be taxed as a REIT under the Code commencing with our taxable year ending December 31, 2026.

Our board of trustees at all times has oversight and policy-making authority, including responsibility for governance, financial controls, compliance and disclosure with respect to the Operating Partnership. Pursuant to the Advisory Agreement that we expect to enter into with our Advisor, our board of trustees has delegated to the Advisor the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our board of trustees. We believe that the Advisor currently has sufficient staff and resources so as to be capable of fulfilling the duties set forth in the Advisory Agreement.

We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting agricultural real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related securities, other than those referred to in our Annual Report on Form 10-K for the year ended December 31, 2025.

Results of Operations

We have not engaged in any operations to date. We do not expect to generate any operating revenues until after the completion of our Initial Closing.

Liquidity and Capital Resources

We have not yet commenced operations or made any investments. Subject to and in connection with the Initial Closing, we intend to commence operations and acquire an Initial Portfolio.

We expect to generate cash primarily from (i) the net proceeds of our continuous private offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities.

Our primary use of cash will be for (i) origination or acquisition of agricultural assets, debt investments in agriculture-related assets and other real estate-related debt investments, (ii) the cost of operations (including the management fee and performance participation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under our share repurchase plan (as described herein), and (v) cash distributions (if any) to the holders of our common shares to the extent declared by our board of trustees.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We anticipate that our market risk will include risks from changes in interest rates and commodity prices. Increases in interest rates could increase our interest expense under future borrowings and increases in commodity prices could adversely impact the amount of rent we could charge future tenants.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2026, we were not involved in any material legal proceedings.

Item 1A. Risk Factors

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026. As of June 30, 2026, there have been no material changes from the risk factors set forth in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026, other than as set forth below.

Changes to U.S. tariff and import/export regulations may have an adverse effect on our business, financial condition and results of operations.

There have been significant changes, and continue to be ongoing discussions and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs, creating significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and have a material adverse effect on our business, financial condition and results of operations.

Trade negotiations and related government actions may create regulatory uncertainty for us and our tenants or borrowers and adversely affect the profitability of investments.

In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed, and may in the future further increase, tariffs on importing foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. Most recently, the current U.S. presidential administration has imposed or sought to impose significant increases to tariffs on goods imported into the U.S., including from China, Canada and Mexico. Tariffs on goods imported from China, Canada and Mexico could further increase costs, decrease margins, reduce competitiveness of products and services offered by current and future tenants and/or borrowers and adversely affect the revenues and profitability of our tenants and/or borrowers whose businesses rely on goods imported from such jurisdictions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We have not yet commenced operations. We anticipate that our private offering to “accredited investors” (as defined in Rule 501 promulgated pursuant to the Securities Act) would be pursuant to exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

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ITEM 6. Exhibits


Exhibit Number						Description
3.1						Certificate of Trust of the Company, dated July 18, 2025 (filed as Exhibit 3.1 to the Company's Registration Statement on Form 10 (File No 000-56779) filed on September 12, 2025 and incorporated herein by reference)

3.2						Form of Amended and Restated Declaration of Trust of Nuveen Farmland REIT (filed as Exhibit 3.2 to the Company's Registration Statement on Form 10 (File No 000-56779) filed on September 12, 2025 and incorporated herein by reference)

3.3						Form of Bylaws of Nuveen Farmland REIT (filed as Exhibit 3.3 to the Company's Registration Statement on Form 10 (File No 000-56779) filed on September 12, 2025 and incorporated herein by reference)

4.1						Form of Distribution Reinvestment Plan of the Company (filed as Exhibit 4.1 to the Company's Registration Statement on Form 10 (File No 000-56779) filed on September 12, 2025 and incorporated herein by reference)

4.2						Form of Share Repurchase Plan of the Company (filed as Exhibit 4.2 to the Company's Registration Statement on Form 10 (File No 000-56779) filed on September 12, 2025 and incorporated herein by reference)

31.1*						Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**						Certification of the Principal Executive Officer P ursuant to 18 U.S.C. Section 1350, as A dopted P ursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**						Certification of the Principal Financial Officer P ursuant to 18 U.S.C. Section 1350, as A dopted P ursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101

* Filed herewith

** Furnished herewith

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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

August 12, 2026	By:	/s/ R. Martin Davies
		Name:	R. Martin Davies
		Title:	Chairman of the Board and Chief Executive Officer
			(Principal Executive Officer)

August 12, 2026	By:	/s/ Janelle Porsov
		Name:	Janelle Porsov
		Title:	Chief Financial Officer and Treasurer
			(Principal Financial Officer)