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IROQUOIS VALLEY FARMLAND REIT, PBC

An offering of up to $65,000,000 in Common Stock

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

There is no public market for our securities. Investment in our shares is subject to substantial risks. See the section of this Offering Circular titled “Risk Factors.”

This Offering Circular follows the Form-S11 disclosure format.

The date of this offering circular is May 12, 2026.

The Securities and Exchange Commission (“SEC”) does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering Circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt from registration.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Offering Circular. Any representation to the contrary is a criminal offense. 

The mailing address of our principal executive office is:

Iroquois Valley Farmland REIT, PBC

314 N. Main Street #200F

Roanoke, IN 46783

Our telephone number is (847) 859-6645 and our website is www.iroquoisvalley.com.

The mailing address and telephone number of our agent for service of process is:

Registered Agent Solutions, Inc.

838 Walker Road Suite 21-2

Dover, Delaware 19904

888-716-7274

Iroquois Valley Farmland REIT, PBC, a Delaware public benefit corporation (“Iroquois Valley REIT”), is one of the first private enterprises in North America to offer investors direct exposure to a diversified portfolio of certified organic farmland.

We are offering up to $65,000,000 in our common shares to the public at an initial price of $108.06 per share. The initial minimum investment in shares of our common stock is $10,000 based on the current price per share.

This is our third successive multi-year offering of common stock pursuant to SEC Regulation A. Since we first began offering shares for sale in this manner, beginning on May 3, 2019, we have raised nearly $67,219,367 and have issued over 752,354 shares as of the date of this offering circular. In the 12 months prior to the date of this Offering Circular, we have raised total gross offering proceeds of approximately $9,917,723 and have issued 158,643 shares of our common stock. Our total offering amount at this time is $65,000,000, representing the value of the shares available to be offered as of the date of this Offering Circular out of the rolling 12-month maximum Offering amount of $75,000,000 permitted by the SEC under Regulation A.

 We expect to offer common stock in this Offering until the earlier of June 13, 2028, which is 3 years from the initial qualification date of this Offering (i.e., June 3, 2025), or the date on which we raise the maximum amount being offered, unless terminated earlier by our board of directors. In no event will we extend this Offering beyond 180 days after the third anniversary of the initial qualification date (i.e., November 30, 2028). This is a “best-efforts” offering, which means that we will use our best efforts to sell shares of common stock, but there is no obligation to purchase or sell any specific number of shares. Our shares of common stock are not being underwritten by an underwriter.

As of the date of this Offering Circular, the offering price per share of our common stock is $108.06/share. This price was determined by our board of directors and will apply until an alternate price is approved by the board of directors based on, among other factors, the appraised value of our owned farmland. We expect to update our share price at least twice per year, typically in the winter and the summer. Investors in this Offering will pay the most recent publicly announced offering price as of the date of their subscription. Our website, www.iroquoisvalley.com, will identify the current offering price per share, as will any supplements to this Offering Circular filed with the SEC. The price per share pursuant to our dividend reinvestment plan (the “DRIP”) will equal our most recently announced offering price per share. Please refer to “Policies with Regards to Certain Activities—Dividend Reinvestment Program” hereunder, and the copy of the DRIP filed with the SEC as an exhibit to our offering statement, for more details.

There is no public trading market in which our common stock can be sold, including on any national securities exchange. It may be difficult to sell your shares. While we will look to develop secondary and internal market options, you are not guaranteed the ability to sell or trade our common stock. Transfers of our common stock will be subject to the transfer restrictions in our Certificate of Incorporation and Bylaws, each as amended, and may only be made in full compliance with applicable federal and state securities laws. We have, however, adopted and have subsequently amended a stock redemption program (the “Stock Redemption Program”) designed to provide our stockholders with limited liquidity approximately four times a year, but eligibility for this program is subject to a 5-year holding period, with caps on the number of shares that can be redeemed each period, and other restrictions. Any repurchases of shares made pursuant to our Stock Redemption Program will be made at the most recently announced offering price per share. Please refer to the “Policies with Regards to Certain Activities—Stock Redemption Program” section hereunder, and the copy of the Stock Redemption Program filed with the SEC as an exhibit to our offering statement, for more details.

We conduct our business and own our farmland investments through our “operating company,” Iroquois Valley Farms LLC, an Illinois limited liability company (“Iroquois Valley LLC”), which was formed on June 5, 2007. Iroquois Valley REIT owns 99% and is the sole manager of Iroquois Valley LLC. Iroquois Valley Farmland TRS, Inc. (“Iroquois Valley TRS” or our “TRS”), a taxable REIT subsidiary of Iroquois Valley REIT, owns the remaining 1% of Iroquois Valley LLC.

References to “Iroquois Valley,” “we,” “our,” “us” or “Company” refer to the entire Iroquois Valley corporate family, namely Iroquois Valley REIT together with its consolidated subsidiaries, including our operating company, Iroquois Valley LLC (as well as any subsidiaries thereof) and Iroquois Valley TRS.

While the nature of business to be conducted or promoted by us must always be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, as a public benefit corporation, Iroquois Valley REIT and its board of directors will consider our public benefit objectives in addition to the financial interests of shareholders when making decisions. We manage our business in a manner that balances our stockholders’ pecuniary interests, the interests of those materially affected by our conduct, and the public benefit described in our Certificate of Incorporation. Our specific public benefit purpose is enabling healthy food production, soil restoration, and water quality improvement through the establishment of secure and sustainable farmland access tenures.

Historically, fee-only and fee-based financial advisors have provided a significant portion of our funds raised. We intend to continue to focus on these types of financial advisors in marketing and selling our shares. No commission or other remuneration will be paid to any member of our board of directors or executive officers in connection with the sale of common stock pursuant to this Offering. In addition, we have engaged Michael E. Tobin of Access Securities to support sales efforts directed at institutional and other large investors. Mr. Tobin shall receive commissions of 0.35% of the amount of capital raised from investors introduced by him, payable in cash or equivalent value of our Company shares, at our discretion. Once earned, to the extent we pay such commissions in cash, they would reduce proceeds to us from this Offering. We reserve the right in the future and without notice to engage additional placement agents or broker-dealers (or both) to assist in selling our common stock offered here. In the event that we do engage such placement agent or broker-dealer (or both), the resulting professional fees will further reduce our proceeds from this Offering by the amount of the total of such fees and commissions.

This investment involves a high degree of risk. You should purchase these securities only if you can afford the complete loss of your investment. Potential investors are urged to consult their tax advisors regarding the tax consequences to them, in light of their particular circumstances, of acquiring, holding, and disposing of our common stock. See “Risk Factors” for risks to consider before buying shares of our common stock, including the following:

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ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this Offering Circular and any accompanying Offering Circular supplements, which we refer to collectively as the Offering Circular. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. This Offering Circular may only be used where it is legal to sell shares of the common stock securities offered hereunder. You should not assume that the information contained in this Offering Circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This Offering Circular is part of an offering statement filed with the SEC, using a continuous offering process. Periodically, as we make material investments, or have other material developments, we will provide an Offering Circular supplement that may add, update, or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the SEC.

We expect this Offering to be open until the earlier of June 13, 2028 (3 years from the initial qualification date) or the date on which we raise the maximum amount being offered, unless terminated earlier by our board of directors.

The offering statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov. Also, a copy of our Offering Circular and all supplements will be posted on our website, www.iroquoisvalley.com. The contents of our website (other than the Offering Circular and supplements thereto) are not incorporated by reference in or otherwise a part of this Offering Circular.

Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Shares of our common stock are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this Offering is exempt from state “Blue Sky” law review, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our common shares offered hereby are offered and sold only to “qualified purchasers” or at a time when our common shares are listed on a national securities exchange.

“Qualified purchasers” include:

There are other ways natural persons can meet the definition of accredited investor, and if the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

Annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

Foreign (non-U.S.) investors may participate in this Offering only in accordance with applicable investment standards of the foreign investor’s residence and SEC Regulation S. However, such foreign purchasers may not be permitted to re-sell common stock purchased in this Offering to a U.S. person or for the account or benefit of a U.S. person for a period of 6 months from the date of purchase from us, except to qualified institutional buyers, as defined in SEC Rule 144A, or accredited investors that are institutions, as defined in SEC Rule 501(a).

OFFERING SUMMARY

This offering summary highlights key information regarding Iroquois Valley and this Offering of our common stock. This summary is intended solely for reference and does not contain all of the information necessary to fully evaluate this Offering. Before deciding to invest in Iroquois Valley through this Offering, you should read this complete Offering Circular carefully, including the “Risk Factors” section, and consult your own advisors.

IROQUOIS VALLEY

Iroquois Valley is an organic farmland finance company. We select, value, and manage farmland investments across the United States. Farmland investments include the acquisition of farmland, mortgage financings secured by farmland, and extending operating lines of credit to farmers, all centered around organic farming. We are one of the original private companies in North America to offer investors direct exposure to a diversified portfolio of certified organic farmland.

OUR VISION

An agricultural system transformed through land stewardship, rooted in organic farmland, for the health of people, communities, and our planet.

Embodied in this vision are the following guiding principles:

See “Our Business and Properties— Section 4: Our Portfolio” and “Section 6: Impact” for more about how we further this vision through our work.

We seek to achieve our vision steadily over time; however, there is no assurance that we will meet our social and environmental or portfolio objectives. See “Risk Factors.”

OUR STRATEGY

We intend to provide investors access to a diversified portfolio of certified organic farmland in line with our portfolio objectives and public benefit commitment. We expect to use substantially all the net proceeds of this Offering to invest in farmland investments throughout the United States. Farmland investments may include direct acquisitions of farmland, offering intermediate farm mortgage loans to farmers, or occasionally, financing organic farm stability and expansion through operating lines of credit. We may invest in farmland investments through one or more joint ventures or subsidiaries. See “Estimated Use of Proceeds.”

In selecting farmland investments, we prioritize those which will provide financial returns and further our social and environmental objectives. For real estate investments, we acquire and manage farmland properties that generate leasing revenue from tenants. A few of our legacy leases provide for both fixed rent and variable rent which is based on the farmers revenue, but we are phasing out our variable rent program and no longer include it on new leases. We directly structure, underwrite, and originate our debt investments (i.e., mortgage investments), allowing us to approach our underwriting in partnership with the farmer. Our focus with these debt instruments is to lend to farmers with a low risk of default based on due diligence supervised by our management team, Farm Impact & Stewardship Committee, and board of directors. In structuring our loan transactions, we aim to receive an acceptable risk-adjusted return and to provide the farmer with a realistic and manageable payment schedule. In addition to more quantitative underwriting criteria, we also use certain qualitative criteria in our underwriting practices to approach our portfolio building in a more mindful way, consistent with our public benefit goals.

We also seek to acquire farmland investments that reflect the diversity of activities occurring on certified organic farmland throughout the United States, with a focus on the Midwestern States. We seek to invest across a variety of operators that vary in terms of size, generational history, crop and production mixes, business plans, and supply chain practices.

MARKET OPPORTUNITIES

Our income stream from farmland investments depends in large part on organic farmers’ revenue and profitability. Demand for organic food continues to grow, largely driven by consumers’ concern for the quality, source, and nutrition of the food they eat and feed their families. Organic farmers earn a price premium for their crops at market. Studies show that, as a result, over time organic farms can be more profitable than conventional farms of a similar size, scope, and crop variety. The growing demand for organic food, coupled with the price premium for certified organic products, is fundamental to our business model. Ultimately, we believe that our farmland investments will allow us to create income for periodic dividend payments to our stockholders, in addition to social and environmental impact.

OUR COMMITMENT TO IMPACT

As a Delaware public benefit corporation, Iroquois Valley REIT and its board of directors will consider our public benefit objective in addition to the financial interests of shareholders when making decisions. In doing so, we intend to operate in a responsible and sustainable manner. Pursuant to our Certificate of Incorporation, our public benefit purpose is enabling healthy food production, soil restoration and water quality improvement through the establishment of secure and sustainable farmland access tenures.

We have taken several steps to further affirm our commitment to social and environmental impact. We first applied for and received B Corp certification in 2012 and have undergone regular assessments of our impact efforts and re-certification as a B Corp.

B Corp certification is managed by B Lab, a non-profit that measures companies against rigorous impact metrics. The B Impact Assessment is updated every 3 years to reflect feedback and best practices. In 2025, Iroquois Valley received its fourth recertification.

Iroquois Valley has been selected to the ImpactAssets IA50 each year since 2012. The IA50 is a listing of experienced private debt and equity impact investment managers that is updated annually by ImpactAssets, a non-profit organization that promotes a capital ecosystem for optimal social, environmental, and financial impact. Our tenure on this list led to special recognition as an Emeritus Manager in 2025.

OUR STRUCTURE

This is an Offering of the common stock of Iroquois Valley REIT. We make our farmland investments through our operating subsidiary, Iroquois Valley LLC. Iroquois Valley REIT is the manager of and owns (directly and indirectly) 100% of Iroquois Valley LLC.

See “Our Business and Properties—Section 1: Corporate Structure” and “Summary of Iroquois Valley LLC’s Operating Agreement” for more information about our corporate structure.

DIRECTORS AND OFFICERS

Iroquois Valley REIT is led by a board of directors elected by our shareholders. The board has full authority to manage the business and affairs of the Company. Several of our directors, including our Chairperson, are either active farmers or involved with farming and gardening operations. In 2023, the Company adopted a policy that the percentage of portfolio farmers represented on the board shall not exceed 33% of the total number of Directors on the board at the time of appointment or nomination. Our board has created and delegated certain authority to certain committees. See “Policies with Regards to Certain Activities—Committees of the Board of Directors.”

The board of directors appoints corporate officers to both Iroquois Valley REIT and Iroquois Valley LLC. We compensate our officers and other employees, typically through salaries and performance-based bonuses. Non-employee directors are compensated in accordance with our Non-Employee Director Compensation Policy.

For additional detail, including biographies of directors and officers, see “Directors and Officers” and “Management Compensation.”

TABLE SUMMARY OF KEY INFORMATION ABOUT THIS OFFERING OF COMMON STOCK

The table below provides a summary of key additional features of this Offering of common stock. The table below is intended to serve as a reference only and is qualified in its entirety by reference to the Offering Circular.

QUESTIONS AND ANSWERS ABOUT THIS OFFERING

The following questions and answers highlight material information regarding us and this Offering. You should read this entire Offering Circular, including the section entitled “Risk Factors,” before deciding to purchase any shares of our common stock.

Q: What is Iroquois Valley?

A: We are one of the first private REITs to offer investors direct exposure to a diversified portfolio of certified organic farmland. Iroquois Valley is a certified B Corp and our REIT is incorporated as a Delaware Public Benefit Corporation (“PBC”). As a PBC, we conduct business that balances the interests of the shareholders with our public benefits. Our specific beneficial purpose contained in our charter is to enable healthy food production, restoring soil, and improving water quality through the establishment of secure and sustainable farmland tenures.

Q: What is Iroquois Valley’s legal structure?

A: We conduct our business and own our farmland investments through our operating company, Iroquois Valley LLC, which was formed on June 5, 2007. Effective as of December 31, 2016, to simplify tax reporting and provide opportunities to efficiently raise growth capital, the members and managers of our operating company approved and implemented a conversion: from a limited liability company owned by multiple equity owners to a three-entity operating structure.

Today, more than 900 shareholders own common stock of Iroquois Valley REIT, with no shareholder owning greater than 7.5%. In turn, Iroquois Valley REIT owns (i) 100% of Iroquois Valley TRS and (ii) 99% of Iroquois Valley LLC (with Iroquois Valley TRS owning the remaining 1% of Iroquois Valley LLC). We are offering shares of common stock of Iroquois Valley REIT in this Offering.

Iroquois Valley LLC remains our operating company, holding and managing the majority of our properties, and employing our staff and management. Iroquois Valley REIT is the sole manager of Iroquois Valley LLC. We have formed (and may again in the future form) subsidiaries to acquire certain properties. Examples of reasons to do so include to secure certain financing, to engage a joint venture partner (or partners), or for general liability protection.

Q: What is a real estate investment trust, or REIT?

A: In general, a REIT is an entity that:

In this Offering Circular, we refer to an entity that qualifies to be taxed as a real estate investment trust for U.S. federal income tax purposes as a REIT. We elected to be treated as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2016.

Q: Who chooses which investments we make?

A: Subject to certain limitations established and overseen by our board of directors, our management team has authority to make farmland investments. The board has also established a Farm Impact & Stewardship Committee that, among other things, (a) considers the alignment of investment of company resources with its stated mission and public benefit statement by the establishment and periodic review of criteria/parameters for the purchase and sale of farmland investments delegated to management; (b) reviews investments or sales opportunities that fall outside the parameters delegated to management, and makes recommendations to the board; (c) evaluates whether portfolio farms and pipeline diversification, size, and practices align with the current strategic plan goals; and (d) reviews and evaluates potential new investment products for their approval and adoption by the full board. See “Policies with Regards to Certain Activities.”

Our board of directors at all times has ultimate oversight and policy-making authority, including responsibility for governance, financial controls, compliance, and disclosure with respect to our operating company, as well as the authority to make decisions related to the management of our operating company’s assets, including sourcing, evaluating, and monitoring our investment opportunities, and making decisions related to the acquisition, management, financing, and disposition of our assets, in accordance with our investment objectives, guidelines, policies, and limitations. Our board receives regular updates from management and through the Farm Impact & Stewardship Committee on potential investments, periodic introductions to Iroquois Valley farmers, and regular reports on compliance with the board’s guidance.

Q: What kind of offering is this?

A: This Offering is being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the Offering. For administrative reasons, we typically only accept subscriptions on the 1st and 15th of every month.

Q: How does a “best efforts” offering work?

A: When our common shares are offered to the public on a “best efforts” basis, we are only required to use our best efforts to sell our common shares. No party, such as an underwriter, has a firm commitment or obligation to purchase any of our common shares.

We intend to sell up to the maximum number of shares authorized for sale by our board. However, if we raise substantially less than the maximum offering amount, it may raise material risks to our success (and your investment). For example, we may not be able to acquire a diverse portfolio of investments, and the value of shares may vary more widely with the performance of specific assets.

Q: What is the purchase price for your common shares?

A: Our current offering price is set at $108.06 per share. This price was determined by our board of directors based on the net asset value of Iroquois Valley REIT. We expect to update our share price at least twice per year, typically in the summer and the winter. Investors in this Offering will pay the most recently publicly announced offering price as of the date of their subscription.

Q: Is there any minimum investment required?

A: Yes, the minimum investment is $10,000.

Q: May I make an investment through my IRA or other tax-deferred retirement account?

A: Generally, yes. We currently accept investments through IRAs maintained with certain custodians. You should also understand that in making such an investment you will be required to bear the risk as to whether the investment is a non-exempt prohibited transaction under the Code or ERISA and whether such investment complies with all fiduciary duties and other obligations under ERISA. You should not consider any information in this Offering Circular to be legal, business, ERISA, or tax advice. You are urged to consider the tax, legal, and financial implications of such an investment with your own professional advisors before investing.

Q: How is an investment in your common shares different from investing in shares of other real estate investment opportunities offered on online investment platforms?

A: There are a few differences. We are one of the few non-exchange traded REITs offered directly to accredited and non-accredited investors over the internet, at a relatively low investment minimum. Although we do and may continue from time to time to hire brokers or other placement agents to help find larger investors in exchange for a commission, many of our investors come to us directly, which means we’re not paying platform fees to generate investments and can direct more money towards farmland investments. We’re also strategic in our marketing and outreach, so a very large number of our shareholders identify with or are aligned with our impact and vision, in addition to our merits as a real estate investment company.

Q: How is an investment in shares of Iroquois Valley REIT’s common stock different from investing in shares of a listed REIT?

A: Shares of a “listed REIT” are listed on a public trading market. Therefore, the fundamental difference between our common shares and those of a listed REIT is the daily liquidity available with a listed REIT. For investors with a short-term investment horizon or other reasons to desire a more liquid investment, a listed REIT may be a better alternative than investing in our shares. While we believe our shares are an alternative way for investors to deploy capital into a diversified pool of real estate assets with a lower correlation to the general stock market than listed REITs, and although we may eventually seek to list our shares on an exchange sometime in the future, currently and for the foreseeable future an investment in this Offering is highly illiquid.

Additionally, listed REITs are subject to more demanding public disclosure and corporate governance requirements than we are. While we are subject to the scaled reporting requirements of Regulation A, such periodic reports are substantially less than what typically would be required for a listed REIT.

Q: Will I have the opportunity to redeem my common shares?

A: Yes. Our Stock Redemption Program provides some limited liquidity for stockholders.

Stock redemption under this program is subject to certain restrictions and limitations, including a 5-year hold period before shares are eligible for redemption. Please refer to the copy of our Stock Redemption Program filed as an exhibit to our offering statement filed with the SEC and “Policies with Regards to Certain Activities—Stock Redemption Program.”

Q: Who pays your organization and offering costs?

A: Organization and offering costs may be paid from a variety of sources, including but not limited to cash flow from operations, proceeds of this Offering and/or securities offerings by our subsidiaries, interest or dividend income received from our investments, financing, or lines of credit from institutional lenders, the sale of farmland investments, or loan proceeds. Generally, we have few or no limitations on the amounts we may pay from such sources.

Q: Will I be charged upfront selling commissions?

A: Generally, no. Most investors (and all of our investors to date) do not pay upfront selling commissions as part of the price per share purchased in this Offering. Our executive officers will use commercially reasonable efforts in an attempt to offer and sell the shares, and do not receive any commission or any other remuneration for these sales. Additionally, there is no dealer-manager fee in connection with the offering and sale of our common shares through our website.

We have engaged Michael E. Tobin of Access Securities to support sales efforts directed at institutional and other large investors. As we seek to scale our impact, we believe we can present a strong investment case to mission aligned foundations, family offices, and other institutional investors, and are working with Mr. Tobin to identify and pursue these opportunities. Mr. Tobin shall receive commissions of 0.35% of the amount of capital raised from investors introduced by him, payable in cash or equivalent value of our Company shares, at the Company’s discretion. No such sales have yet to occur. Although Mr. Tobin will not receive commissions for most investments in Iroquois Valley, in the future he may facilitate such an investment, and the commission to him, if paid in cash, will reduce proceeds from that sale to the Company. See the section of this Offering Circular titled “Plan of Distribution.”

Q: What fees and expenses do you pay to any of your affiliates?

A: No commission or other remuneration will be paid to any member of our board of directors or executive officers in connection with the sale of common stock pursuant to this Offering. We compensate our executive officers and other employees, typically through salaries and performance-based bonuses. We compensate our non-employee directors in accordance with our Non-Employee Director Compensation Policy. The Company may receive reasonable market-based acquisition or closing fees associated with loan origination. We may use certain offering proceeds to reimburse expenses related to the Offering, including but not limited to legal, accounting, and filing fees. See “Management Compensation.”

Q: Does Iroquois Valley intend to use leverage?

A: Yes. We do and will continue to use leverage in making our investments. Our targeted portfolio-wide leverage is between 25-40% of the cost basis of our assets. As we continue to grow our portfolio, we may employ greater leverage on individual assets (that will also result in greater leverage of the interim portfolio) in order to quickly build a diversified portfolio of properties and assets.

Q: How often will I receive distributions?

A: We expect that our board will continue to declare and pay distributions annually in arrears; however, our board may declare other periodic distributions as circumstances dictate. Any distributions we make will be at the discretion of our board and will be based on, among other factors, our present and reasonably projected future cash flow and our requirements as a REIT. We expect that our board will set the rate of distributions at a level that will be reasonably consistent and sustainable over time, which will be fully dependent on the yields generated by our assets.

In addition, our board of directors’ discretion as to the payment of distributions is impacted by the REIT distribution requirements, which generally require that we make aggregate annual distributions to our shareholders of at least 90% of our REIT taxable income, computed without regard to the dividends paid deduction and excluding net capital gain. Moreover, even if we make the required minimum distributions under the REIT rules, we are subject to U.S. federal income and excise taxes on our undistributed taxable income and gains. As a result, our board will make such additional distributions, beyond the minimum REIT distribution, to avoid such taxes. Distributions will directly impact our net asset value by reducing the amount of our assets.

Q: What is the source of your distributions?

A: We may pay distributions from a variety of sources, including but not limited to cash flow from operations, proceeds of this Offering and/or securities offerings by our subsidiaries, interest or dividend income from our investments, financing or lines of credit from institutional lenders, the sale of farmland investments, or loan proceeds. Generally, we have few or no limitations on the amounts we may pay from such sources.

Q: Will the distributions I receive be taxable as ordinary income?

A: Unless your investment is held in a qualified tax-exempt account or we designate certain distributions as capital gain dividends, distributions that you receive generally will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. The portion of your distribution in excess of current and accumulated earnings and profits is considered a return of capital for U.S. federal income tax purposes and will reduce the tax basis of your investment, rather than result in current tax, until your basis is reduced to zero. Return of capital distributions made to you in excess of your tax basis in our common shares will be treated as sales proceeds from the sale of our common shares for U.S. federal income tax purposes. Distributions we designate as capital gain dividends are generally taxable at long-term capital gains rates for U.S. federal income tax purposes.

However, because each investor’s tax considerations are different, you should consult with your tax advisor prior to making an investment. You also should review the section of this Offering Circular entitled “U.S. Federal Income Tax Considerations,” including for a discussion of the special rules applicable to distributions in redemption of shares and liquidating distributions.

Q: May I reinvest my cash distributions in additional shares?

A: Generally, yes, provided that you are an accredited investor and your investment in shares of our common stock is permitted pursuant to the limitations imposed under Regulation A as well as other restrictions on ownership and transfer of the stock in Iroquois Valley REIT’s Bylaws.

Under the terms of our dividend reinvestment plan (“DRIP”), accredited investors may elect to have their cash distributions automatically reinvested into the Company in exchange for additional shares at the then current offering price. Participation in the DRIP does not relieve participants of any taxes that may be payable as a result of distributions, however, even if distributions are paid in the form of shares rather than cash.

Please refer to the copy of our DRIP filed as an exhibit to our offering statement filed with the SEC and see “Policies with Regards to Certain Activities—Dividend Reinvestment Program.”

Q: Who might be interested in making an investment in your shares?

A: An investment in our shares may be of interest to you if you seek to diversify your personal portfolio with a real estate investment vehicle focused on organic farmland properties and other select real estate-related assets, seek to receive current income, or seek to preserve capital and are able to hold your investment for a time period consistent with our liquidity strategy. On the other hand, we caution prospective investors who require immediate liquidity or guaranteed income, or who seek a short-term investment, that an investment in our shares will not meet those needs.

Any investment in Iroquois Valley is subject to substantial risks and should not be taken lightly. No assurance can be given that a shareholder will receive dividends, will be repaid his/her/its investment, or that an investor will not lose the entire investment. You should consult with your tax, financial, and legal advisors before making an investment.

Q: Are there any risks involved in buying your shares?

A: Yes. Investing in our common shares involves a high degree of risk. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” for a description of the risks relating to this Offering and an investment in our shares.

Q: What will you do with the proceeds from the Offering?

A: We have used, and intend to continue to use, substantially all of the net proceeds from this Offering (after paying or reimbursing organization and offering expenses) to invest in and manage a diverse portfolio of assets primarily consisting of organic farmland properties. However, our management team, led and overseen by our board of directors, will have considerable discretion in using offering proceeds consistent with our business and beneficial impact goals. For example, we may use offering proceeds to reduce outstanding debt, provide cash for working capital purposes, or pay a dividend to stockholders.

We may not be able to promptly invest the net proceeds of this Offering in commercial real estate and other select real estate-related assets such as mortgage loans. For example, our deal flow may affect our ability to deploy available capital quickly as we conduct due diligence and evaluate prospective investments considering our business strategy and impact goals. In the interim, we may invest in short-term, highly liquid or other authorized investments. Such short-term investments will not earn as high of a return as we expect to earn on our real estate-related investments.

Q: How long will this Offering last?

We expect to offer common stock through this Offering until the earlier of June 13, 2028, which is 3 years from the initial qualification date of this Offering, or the date on which we raise the maximum amount being offered, unless our board terminates the Offering at an earlier time. In no event will we extend this Offering beyond 180 days after the 3rd anniversary of the initial qualification date (i.e., November 30, 2028). We reserve the right to terminate this Offering for any reason at any time.

Q: Will I be notified of how my investment is doing?

A: Yes, we will provide you with periodic updates on the performance of your investment, including:

We will provide this information to you by posting such information on the SEC’s website at www.sec.gov.

In addition, we send a monthly newsletter in which we highlight various news and projects at Iroquois Valley and our portfolio of farms. All investors are added to the newsletter distribution list upon investment, and anyone can sign up on our website at www.iroquoisvalley.com. We also seek to host quarterly updates and webinars for investors, as well as an annual shareholders meeting, so that you will be able to hear from Iroquois Valley staff, board members, farmers, and other partners.

The SEC requires certain material information to be contained in the filings listed above. Typically, the monthly newsletter will highlight some of that material information, but may also include more information like farmer profiles, impact success stories, team updates, and so on.

Q: When will I get my detailed tax information?

A: Your IRS Form 1099-DIV tax information, if required, will be provided by January 31 of the year following each taxable year.

Q: How do I buy shares?

A: You may purchase shares of our common stock in this Offering by filling out a subscription agreement like the one attached as an exhibit to this Offering Circular. This process can be completed electronically through our investor portal or submitted by mail as per the instructions on the subscription agreement. Please request access to the portal by visiting our website, www.iroquoisvalley.com. As part of the subscription process, you will need to select an investment amount and pay for the shares at the time you subscribe. If you have questions, you may reach an investor relations team member at (847) 859-6645 ext. 1. See “How to Subscribe.”

Q: Who can help answer my questions about the Offering?

A: If you have more questions about the Offering, or if you would like additional copies of this Offering Circular, you should contact us by writing, emailing, or telephoning us at:

Iroquois Valley Farmland REIT, PBC

314 N Main St.

Ste. 200 F, Roanoke, IN 46783

Investor Relations Department

invest@iroquoisvalleyfarms.com

(847) 859-6645 ext. 1

RISK FACTORS

An investment in shares of our common stock involves risks. You should specifically consider the following material risks in addition to the other information contained in this Offering Circular before you decide to purchase shares of our common stock. The occurrence of any of the following risks might cause you to lose all or a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face but represent those we believe are most significant to our business, operating results, financial condition, prospects, and forward-looking statements. In addition, some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Information.”

RISKS RELATED TO OUR BUSINESS AND FARMS

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

We are susceptible to developments or conditions in the states and/or the specific counties in which our farms are located, including adverse weather conditions (such as drought, windstorms, tornadoes, floods, hail and temperature extremes), transportation conditions (including conditions relating to truck and rail transportation and the navigation of the Mississippi River), crop disease, pests and other adverse growing conditions, health crises and pandemics, 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 adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all, which could materially adversely affect our financial condition, results of operations, cash flow, and ability to make distributions to our stockholders.

Our portfolio is concentrated in a limited number of farms, which subjects us to an increased risk of significant loss if any farm declines in value or if we are unable to lease a farm.

Our current portfolio includes 123 individual farmland investments (including farms, mortgages, and lines of credit) relating to farms in 19 states across the U.S. However, in many cases, we have made multiple investments in a single farm or farmer, and nearly half of our farms are located in the state of Illinois. (See “Our Business and Properties—Section 5: Our Portfolio”). The aggregate returns we realize may be substantially adversely affected by the unfavorable performance of a small number of farm operations or a significant decline in the value or success of any single property. Lack of diversification will increase the potential that a single underperforming investment could have a material adverse effect on our cash flows and the price we could realize from the sale of our farms.

Our investments in pastured livestock and dairy farms have additional capital risks compared to our commodity and specialty/vegetable row crop farms because if diseased or damaged, it requires multiple years and substantial capital to redevelop the revenue producing assets, which could materially adversely affect our results of operations and ability to make distributions to our stockholders.

A number of our farms are focused on pastured livestock for either dairy or meat production. See “Our Business and Properties” for additional details on our current portfolio. And in the future, we most likely will add to our investments in farmland used for pastured livestock and, under limited circumstances, dairy production. Such investments would increase our concentration of livestock-based investments. Livestock production involves more risk than annual vegetable and commodity row crops because it requires more time and a greater capital investment. If a farmer loses part of its herd to flooding, fire, or disease, there would generally be significant time and capital needed to replace the animals and it may take years to resume production.

We currently lease many of our farms to small and medium-sized independent farming operations, and younger farmers, which may have limited financial and personnel resources and, therefore, may be less stable than larger companies or agribusinesses, which could impact our ability to generate rental revenue.

We lease many of our farms to small- and medium-sized farming operations, which will expose us to several unique risks. For example, small- and medium-sized agricultural businesses may be less able than larger farming operations to make lease payments when they experience adverse events. In addition, our target tenants for our organic grain farms may face intense competition, including competition from companies with greater financial resources, which could lead to price pressure on crops that could lower our tenants’ income, which in turn could impact our ability to generate rental revenue. Furthermore, the success of f small- and medium-sized farming businesses may also depend on the management talents and efforts of one or a small group of persons. The death, disability, or resignation of one or more of these persons could have a material adverse impact on our farmers and, in turn, on us.

In addition, our tenants and borrowers are frequently younger farmers. Young farmers may have less experience overall, particularly regarding the business planning associated with taking on substantial lease and mortgage obligations. At the same time, the young farmers we work with are generally more experienced given what are typically strong family farming backgrounds. These “multi-generational” farmers have often established or expanded their businesses after growing up farming with parents and grandparents. Thus, they likely have multi-generational and community support structures to offer guidance. Nevertheless, it is a fact that these young farmers have less years of experience than an older farmer would generally have.

Our business is dependent in part upon the profitability of our tenants’ and borrowers’ farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on the amount of rent we can collect and, consequently, our cash flow and ability to make distributions to our stockholders.

We depend on our tenants and borrowers to operate the farms in a manner that generates sufficient revenue to allow them to meet their obligations to us, including their obligations to pay rent or interest, as well as pay real estate taxes, maintain certain insurance coverage and maintain the farms generally. These obligations depend, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among other things, adverse weather conditions, crop prices, global supply of arable farmland, crop disease, pests, contaminants, and unfavorable or uncertain political, global health, economic, business, or regulatory conditions. 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 property on economically favorable terms in a timely manner, or at all. In addition, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.

Due to the nature of crops as a commodity, there is a risk that crop prices could fall to levels that will not sustain an ongoing operation and may result in default or payment delays. Similarly, farming has historically been a marginally profitable business and, therefore, projected profits or variable rent payments, if any, may not materialize. Any downturn in the profitability of the farming operations of our tenants/borrowers, without insurance to make up the difference, or a downturn in the agricultural industry in general could have a material adverse effect on our financial condition, results of operations, cash flow, and ability to make distributions to our stockholders. Although we continue to seek means to reasonably diversify our portfolio, concentration in our portfolio may exacerbate any potential impacts.

Global health crises could negatively impact our farmland investments.

Global health crises, similar to the COVID-19 outbreak, could have a materially adverse effect on the financial condition of farms in our portfolio. Pandemics similar to COVID-19, or a resurgence of COVID-19, may cause market volatility in commodity prices and could result in other market uncertainties. Pandemics affect demand for certain products from the wholesalers, distributors, processors, cooperatives, and producers to whom our farmers sell, and it is likely that the outbreak of a similar pandemic will cause an economic slowdown. Our farmers’ ability to grow their businesses, contract for labor and supplies, sell crops, and access supply chains could be materially affected. Risks related to an epidemic, pandemic, or other health crisis such as COVID-19 could severely disrupt farmer operations and thus lower the lease and mortgage revenue from our farmland investments.

We may be subject to risks associated with our tenants’ and borrowers’ financial condition and liquidity position.

A majority of our leases do not require the full payment of rent in cash in advance of the planting season, 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 flexible leases for which a portion of the rent is based on a percentage of a tenant’s farming revenues and leases with terms greater than 1 year. We also 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 property to a new tenant before the start of the spring planting season, should we choose to do so. These risk scenarios also apply to our borrowers—we may have limited efficient recourse upon borrower default.

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

We are subject to tenant and borrower credit risk. Our tenants, particularly those that may depend on debt and leverage, could be susceptible to bankruptcy if 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 1 year of lease payments or 15% of the remaining lease payments payable under the lease, but in no case more than 3 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 farms, avoid the imposition of liens on our farms or transition our farms to a new tenant. Again, bankruptcy by borrowers presents certain similarities. Although our mortgage loans are typically secured by properties and our lines of credit are typically secured by other borrower assets, foreclosure may not be an efficient means to re-capture our investment in a bankruptcy context and may not be the recourse selected by our board considering our broader public benefit goals. In sum, our financial condition, results of operations, and ability to make distributions to our stockholders could be materially adversely affected if a tenant or borrower declares bankruptcy.

Our failure to identify and consummate acquisitions that meet our investment criteria would significantly impede our ability to achieve our business objectives, including growing our portfolio and diversifying by geography, crop type, and farmer, which could materially adversely affect our results of operations and ability to make distributions 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. While we continue to actively seek and evaluate farms for potential purchase as well as potential mortgage and occasionally operating line of credit borrowers, there is no guarantee that we will be able to continue to find and acquire such assets at attractive prices (or, in the case of our loan products, borrowers) or that any such acquisitions will not initially result in our portfolio being concentrated in a certain geography or crop type.

Additionally, we compete for the acquisition of farmland and related assets 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. 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 addition, the number of entities and the amount of funds competing for suitable investment farms may increase, resulting in increased demand and increased prices paid for these farms. Our failure to identify and consummate acquisitions that meet our investment criteria, including our target allocation ranges for crop type, would significantly impede our ability to achieve our business objectives, including growing our portfolio and diversifying by geography, crop type, and farmer, which could materially adversely affect our results of operations and ability to make distributions to our stockholders.

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 in which a substantial amount of farmland is located, including for example Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, Oklahoma, South Dakota, and Wisconsin 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 farms in these states, which could impede the growth of our portfolio and our ability to diversify geographically in states that might otherwise offer compelling investment opportunities.

We are subject to state and local land use laws, including with respect to easements, and these issues may impact our ability to implement our business plan.

Pre-existing easements may impact the value of assets we purchase or the ability of our farmers to use that land for organic farming. For certain farmland investments, we have or may pursue the establishment of a conservation easement. If successful, we may be compensated for a portion of the development value that is contributed, but such an easement restricts the usage of the property and may affect its resale value. There is no guarantee that we will be able to resell a property at its new cost basis after a conservation easement is established.

Failure to succeed in new markets could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.

Our portfolio is comprised of farms located in 19 different states. We may continue to expand our geographic footprint into new markets, but any expansion into new geographies creates potential risks. As we acquire assets 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 or borrower farmers, forging new business relationships in the area and unfamiliarity with local government requirements and procedures. The management team may not be able to evaluate the farmer or the opportunity properly or efficiently due to geographic nuances in the market or farmland. While diversification itself is a risk mitigator, our management team may have less experience with the regional or local production models.

Geographic expansion is not a priority for Iroquois Valley. We intend to continue to serve many farmers in the Midwest and certain other hubs where we have existing relationships, confidence in supporting infrastructure (including financing, processing and transportation), and experience to inform our due diligence and allow us to support promising farmers.

Our anticipated growth, expansion, and diversification may require additional corporate infrastructure or restructuring.

It is possible that certain structural changes may be necessary in the future to most effectively manage both the legacy buy-and-lease acquisitions and the mortgage and other loan business, or for example, management of companion funds or special purpose investment vehicles. 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.

There could be significant administrative, legal, and accounting costs incurred by us associated with such restructuring. If we are unable to make significant investments on a timely basis or at reasonable costs, our business and operations could be materially adversely affected.

We may make equity investments in farm businesses, which would require development of new practices and standards, with uncertain financial outcomes.

With our close relationships to farmers in our portfolio, we are constantly evaluating new financial tools to meet the needs of our farmers while furthering our financial and impact goals. One such tool is to deliver capital to a farm through an equity investment. This would be an investment in farming or farm-related business, not simply the purchase of or financing of real estate. We had one immaterial equity investment which we wrote off.

However, equity investments are not prohibited, but would require significant resources, causing us to explore the impact such an investment could have on our tax status, regulatory exemptions upon which we rely, our operations and due diligence process, and underwriting standards. This exploration may limit us to only a few significant equity investments. Moreover, limitations on such investments may be appropriate to ensure our compliance with REIT income rules. Equity investments would face numerous risks, including, for example, being junior in interest to any creditors of the farm.

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

To farm, there must be suitable access to water as well as proper drainage. Although we believe the farms in our current portfolio have, and we expect to acquire assets with, sufficient water and access to proper drainage, our analysis and surveys of the water availability and our properties may be incorrect, and water availability and rights may be affected by federal, state, and local government regulations, policies, and practices as well as private sector rights, actions, and inactions. If we are unable to obtain or maintain sufficient water supplies for our farms or if they do not have proper drainage, or the costs incurred to obtain or maintain the water supplies cause the farming operation to be less profitable, this would impact the ability of our tenants and borrowers to make timely payments. Moreover, these water problems could negatively impact our ability to lease our farms on favorable terms or at all, which could have a material adverse impact on the value of our farms and our results of operations and ability to make distributions to our stockholders.

Additionally, for our current farms in the Midwest, and any farms that we invest in in the future that depend upon rain water rather than local water access, our tenants or borrowers on that property may be susceptible to extended droughts, and any failure on the part of such tenants/borrowers to procure adequate crop insurance, where available, would impact the ability of such tenants/borrowers to make payments, which would have a material adverse impact on our ability to generate returns on our farms.

Our farms may be subject to adverse weather conditions, seasonal variability or alternate bearing, crop and livestock disease and other contaminants, which may affect our farmers’ ability to make payments, and thereby have a material adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders. Crop insurance may be limited, inapplicable, or unavailable to make up any shortfall under these scenarios.

Our farms are vulnerable to adverse weather conditions, including drought, windstorms, tornadoes, floods, 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 affect the crops grown by our tenants. In extreme cases, entire harvests may be lost in some geographic areas.

A significant portion of the U.S. has experienced severe drought conditions over the past few years and this could have negative short-term impacts on U.S. agriculture generally, including less crop production, increased competition for farmland due to distressed sales, and lower farm income. Such conditions could have a materially adverse impact on our farms or longer-term effects on the U.S. agricultural industry generally. In addition, farms located near rivers or other water sources may be more susceptible to floods and drainage problems in periods of sustained rain. Our farms may also be vulnerable to crop disease, pests, and other contaminants. Damages to farmers’ crops may vary in severity and effect, depending on the stage of production at the time of the drainage issue, infection or infestation, and, with respect to infestation or infection, the type of treatment applied and climatic conditions. The costs to control infestations vary depending on the severity of the damage and the extent of the plantings affected. Drainage issues or infestations can increase the costs and decrease the revenues of our tenants and borrowers. Farmers 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.

Under the terms of lease arrangements with our farmers, we seek to require tenants to obtain crop insurance to the extent reasonably commercially available. However, organic production is typically considered a higher risk than conventional crops resulting in higher premiums, reserves, and qualifying periods. In some cases, it may not be economic for a tenant operator or borrower to insure a specialty crop, or insurance may simply be unavailable, which may result in a farm managing an uninsured crop, or that particular farm not being able to produce a crop that would result in the most valuable yield. In addition, we generally do not require mortgage or line of credit borrowers to obtain or maintain crop insurance as an express condition of their applicable loan.

Future climate changes could materially adversely impact the value of our farms, our ability to lease our farms, our results of operations, and our ability to make distributions to our stockholders.

In addition to the general risks that adverse weather conditions pose for our tenants and borrowers, including their ability to make their rental or mortgage payments, the value of our farms and the operations of our tenants and borrowers may be subject to risks associated with long-term effects of climate change. Some 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 farms less suitable for farming or other alternative uses, which could materially adversely impact the value of our farms, our ability to lease our farms or otherwise generate revenues from our farms, our results of operations and our ability to make distributions to our stockholders.

Agricultural technology enhancements, including genetic engineering, could adversely impact our anticipated returns, which in turn could have a materially adverse effect on our results of operations and financial condition.

Future advances in seed technology, genetic engineering, irrigation improvements and other agricultural technology enhancements may lead to higher crop production on existing farmland, which could put downward pressure on the demand for crops. As a result, we could experience a reduction in our anticipated returns, which are, in part, based on certain assumptions regarding increased global demand for crops and declining availability of farmland, which in turn could have a materially adverse effect on our results of operations and financial condition.

The market prices of the crops that our farmers produce have experienced volatility in the past and may experience volatility in the future, which may affect our farmers’ ability to pay rent or mortgage payments and, accordingly, may have a material adverse impact on our financial condition, results of operations and our ability to make distributions to our stockholders.

Prices of crops are volatile due to conditions that are difficult to predict, including global competition with respect to supply and resources, crop yields, technological developments, severe weather and crop disease in the major crop production regions worldwide, domestic and international demand for a given crop and for U.S. agricultural products generally, and changes in governmental policies regarding agriculture, energy, trade, fiscal and monetary issues, particularly with regard to subsidies and tariffs, any of which may result in either increases or decreases in the value of the crops that our tenants produce each year. Competition may also increase from alternative farming ventures, such as controlled-environment farming (cultivation indoors in which conditions are highly regulated) using soil or hydroponic methods (cultivation in water with mineral supplements, without soil). Any of these factors could adversely affect the ability of our borrowers and tenants to meet their obligations to us and our ability to lease or re-lease farms on favorable terms, or at all, which could have a material adverse impact on the value of our farms, our financial condition, results of operations, and our ability to make distributions to our stockholders.

Adverse changes in government policies or operations 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 adversely affect the value of our farms and our results of operations.

There are several state and federal 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 of farm operators and protect them from agricultural setbacks such as wind damage, floods, drought, and crop disease. The U.S. federal government has indicated that they intend to cut or to cease funding many programs that farmers rely on to help fund their operations. The staff of governmental agencies are being reduced, particularly at the federal level, causing farmers delay in receiving services. In addition, in recent years both the U.S. federal government and certain state governmental agencies have required that transportation fuel sold in the U.S. 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 specialty/vegetable and commodity 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 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.

Changes in and regulation of international organic standards may affect the market for crops sold by our farmers.

There is no single international standard for organic farming, and as a result compliance with organic standards is monitored on a country-by-country basis. The U.S. may enter into treaties or other agreements to accept foreign standards, monitored by the USDA. At times, review or enforcement by the USDA may result in international certifications to be permitted, or cancelled, which may result in substantial changes in supply of certain organic crops within the U.S. market. For example, on January 11, 2021, the USDA Agricultural Marketing Service (AMS) National Organic Program (NOP) ended its recognition agreement with India’s Agricultural and Processed Food Products Export Development Authority (APEDA). The recognition agreement, established in 2006, allowed APEDA to accredit certifiers to provide USDA organic certification in India. Organic growers in India are currently subject to certain transition rules, and after July 12, 2022, all organic operations in India must be certified under the USDA organic regulations by a USDA-accredited certifier to export to the U.S. The ability of organic farmers in India to achieve and maintain USDA organic certification under these updated standards will, in turn, impact the volume of exports to the U.S.

U.S. Federal Reserve Bank monetary policy actions could impact our ability to carry out our business plan.

The Federal Reserve may increase the Federal Funds rate in the coming months. Domestic market interest rates may continue to rise across the yield curve. Depending on future inflation rates, the rise of nominal interest rates may produce a rise in real interest rates (nominal rates minus the inflation rate) which is associated with lower asset prices due to higher carrying costs and higher discount rates of future earnings.

Higher interest rates resulting from tightening domestic monetary policy can increase credit costs and decrease credit availability. This could hurt farm operators, with those dependent on higher levels of debt suffering more than those with less-leveraged balance sheets and operations. Higher interest rates could put pressure on asset values (farmland, etc.) due to higher borrowing costs, though ongoing inflation and scarcity due to supply chain disruption could keep upward pressure on other assets such as equipment and input costs (fuel, maintenance, utilities). The impact of a stronger U.S. dollar on our tenants and borrowers would likely be in the form of cheaper competing organic imports, as most domestic organic production is sold and consumed domestically rather than exported.

Together these factors could reduce income for our farmers. If increases in real interest rates or changes in the value of the U.S. dollar 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. Furthermore, increases in interest rates would also increase our costs of borrowing money, which could negatively affect our financial condition and ability to access debt for additional investments or distributions to our stockholders.

The Company maintains cash accounts that are uninsured in case of bank failure.

The Company maintains its cash balances at financial institutions located in the United States. These cash balances are guaranteed by the Federal Deposit Insurance Corporation (FDIC) only up to certain limits. The Company regularly has balances in excess of FDIC insured deposit limits. The Company also maintains cash balances with its lender in exchange for discounts on borrowing rates, but this lender is not a federally insured institution.

We continually monitor the credit worthiness of these financial institutions. Instability and failure of sizeable banks in recent years, including Silicon Valley Bank, First Republic Bank, and Signature Bank, have underscored the risks of maintaining uninsured cash amounts. There is no assurance that if a financial institution where we maintain uninsured cash fails, we will be able to recover that uninsured cash or do so in a timely manner. Although the federal government and other financial institutions have stepped in to cover recent bank failures, there is no guarantee that they will do so again in the future.

The structure of some of our leases and rent calculations, including variable rent, carries unique risks.

Most of our owned farms produce annual row/field crops (corn, soybeans, other edible beans, and wheat or other ’small grains’ (oats, barley, etc.)).Most of our row crop farms only have base rent which is based on each farm’s soil productivity. These leases may be revised after each three-year lease term based on updated regional benchmarks. A few of our legacy leases have rental structures containing both (a) base rent which provides a minimum annual rent and is related to the acquisition cost of the farm and additional investment that we make in the farm, and (b) a variable rent component which generates additional rent in years when revenues from a particular farm or farms exceed a formulaic threshold. While the base rent typically does not change over the years on our legacy leases and therefore may represent a smaller percentage of the farm’s current market value for farms that have appreciated in price, the variable rent formula provides revenue reflecting positive trends in crop yield and pricing, though declining crop prices, low crop yield, and higher interest rates would reduce farm revenue and may preclude any variable rent from any particular farm.

Many of our owned farms have a fixed annual rent established at the start of the lease that is typically higher than the base rent in our leases with base and variable rent but may be less than the ‘base rent plus variable rent’ generated by those legacy leases. The base rent only leases are generally row crop farms and some pasture-based farms including meat livestock and/or dairy operations. We expect to use primarily base rent only leases with all new acquisitions, further mitigating this variable rent risk.

Our commitment to farmers, and the possibility of tenant purchase of our farms, may result in sales at times or in amounts that may not be optimal without such a policy and commitment.

Our commitment to long-term land tenancy for our farmers is implemented with multiyear initial lease periods (typically 3-6 years) with multiyear (2-3 year) ‘evergreen’ / automatic renewals thereafter. While we do not structure formal purchase options on our farms, our policy of allowing a farmer to purchase a farm any time after a minimum number of years – generally 7 – gives the farmer the assurance that they can acquire it for their own land portfolio should they desire to do so. While we use a ‘higher of cost or market’ valuation, the risks to us in selling these farms are that (a) we typically have to buy new farms that must go through the organic transition and therefore produce lower returns than the certified organic farms that we have sold, (b) new farms and/or farmland that we purchase may not be as good in quality or in as ideal a location or geography as we would prefer, and (c) we may sell more farmland in any given time period than we would prefer to do so from a purely portfolio structure perspective.

Occasionally we structure leases with forward sale provisions – typically for a portion of a farm where a house and/or significant farm infrastructure (barns, equipment sheds, grain storage bins, etc.) are located, and typically within 1-5 years after the commencement of the lease. While the contracted sale price may be less than the market price at the time the sale is consummated, it has generally been calculated to give us an acceptable rate of return and limits the costs and risks of owning such buildings on an open-ended basis. Presently, only 1 of our owned farms have such a provision.

While we believe that our senior management team has significant business acumen, we cannot assure you that the experience of our senior management team will be sufficient to successfully operate our Company as a REIT, meet our regulatory obligations, or to appropriately deploy the amount of capital we hope to receive in this Offering.

We have been operating as a REIT conducting an Offering pursuant to Regulation A, Tier 2 for 10 years. However, we cannot assure you that the experience of our senior management team will be sufficient to successfully operate our Company as a REIT. We regularly review our processes and compliance resources, but maintaining, reviewing, and managing these compliance programs places 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. An inability to prudently manage fundamental changes to our business or the deployment of capital could materially adversely affect our results of operations and our ability to make distributions to our stockholders.

We operate as a Delaware public benefit corporation. As a result, we may not maximize financial gain to shareholders, and the public benefits we generate may be difficult to measure and value.

We organized Iroquois Valley REIT as a Delaware public benefit corporation in 2016, and as such Iroquois Valley REIT is intended to produce a public benefit and to operate in a responsible and sustainable manner. We are managed in a manner that balances our stockholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit or public benefits described in our Certificate of Incorporation. Our specific public benefit purpose is enabling healthy food production, soil restoration, and water quality improvement through the establishment of secure and sustainable farmland access tenures. As a result of our status as a public benefit corporation, the board may make decisions that are not intended to maximize financial gain, and consequently, could reduce the value of shares offered hereby. We are also a certified B Corporation, and our board and management team may make decisions consistent with a “triple-bottom-line” ethic, taking social and environmental factors into consideration.

Iroquois Valley’s intended public benefit is broad and ambitious. No assurance can be given that we will achieve, or even substantially contribute to our intended public benefit. Although we will undergo regular third-party assessments of our social impact, impact of this kind may be difficult to quantify, measure, describe, value, and verify. The board of directors will have discretion over Iroquois Valley’s strategy towards achieving our intended public benefit, and stakeholders (including shareholders) who may disagree with the selected strategy may have limited recourse.

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 farms, meet our capital and operating needs, or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

To qualify and maintain our qualification as a REIT, we generally 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 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 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 could be dilutive to existing stockholders. Our revolving credit facilities contain certain customary restrictions, requirements, and other limitations on our ability to incur indebtedness. Our access to third-party sources of capital depends, in part, on:

Accordingly, we may be unable to obtain the third-party financing that we believe to be optimal, which may cause us to have less cash for distributions to stockholders. Our use of external sources of financing could also make us more vulnerable to a downturn in our business or the economy generally and a significant increase in the ratio of our indebtedness to our assets may have an adverse effect on the market price of our common stock.

Global health or foreign policy crises could affect our ability to access sources of capital.

The extent to which global health or military and foreign policy crises could impact our operations, financial condition, liquidity, results of operations, and cash flows is highly uncertain and cannot be predicted. Negative financial results, uncertainties in the market, and a tightening of credit markets, caused by a pandemic, global conflict, or recession related to the same, could have a material adverse effect on our liquidity, reduce credit options available to us, and limit our ability to obtain debt or equity financing, or to refinance our debt in the future. The foregoing challenges may make it more difficult to obtain amendments, extensions, and waivers, and adversely impact our ability to effectively meet our short- and long-term obligations.

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.

We may incur additional debt in connection with future acquisitions or for other purposes. In addition, if we are successful in acquiring a portfolio of properties, although we intend to maintain leverage consistent with our previously stated leverage range, our leverage may increase significantly over a shorter period of time than if we acquire properties on a farm-by-farm basis. If necessary, we also may borrow funds to make distributions to our stockholders 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 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.

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. 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 farms. In addition, any private property owner, including us and our farmers, is at risk of eminent domain action by government authorities, that could result in the loss of some or all of a property. Additionally, as a result of our filings required as a Regulation A reporting company, our business and financial condition has become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties.

Regardless of their merit, 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. Whether or not any dispute 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. 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. Significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could materially adversely impact our earnings and cash flows, thereby having a material adverse effect on our financial condition, results of operations, cash flows, and our ability to make distributions to our stockholders.

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

Our farms may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods, and tornadoes. Our insurance or that of our farmers, as applicable, 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. Various types of losses, such as losses due to wars, riots, nuclear reaction, terrorist acts, earthquakes, floods, hurricanes, global health crises, pollution, or environmental matters, generally are either uninsurable, or not economically insurable (i.e., insurable at such high rates that to maintain such coverage would cause an adverse impact on the related investments). As a result, there can be no assurance that all investments will be insured against particular risks, or that particular risks which are currently insurable will continue to be insurable on an economically feasible basis.

Should an uninsured loss or a loss in excess of insured limits occur, we could lose our capital investment in the affected property, as well as anticipated future revenues from such property and, in the case of debt which is recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the property. If an insured liability to a third party were to occur, we could incur the cost of defense and settlement with, or court ordered damages to, that third party. In addition, inflation, changes in building or zoning codes and ordinances, environmental considerations, and other factors may also make it infeasible to use insurance proceeds to replace a property if it is damaged or destroyed. Under such circumstances, the insurance proceeds received by us might not be adequate to restore the affected property’s economic position. Further, 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 a material adverse effect on our cash flow.

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

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

Costs of investigation, remediation, or removal of hazardous substances may be substantial. In addition, the presence of hazardous substances on one of our farms, 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 farms and have a material adverse impact on our results of operations.

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

Federal, state, and local laws and regulations intended to protect threatened or endangered species could restrict certain activities on our farms. The size of any area subject to restriction would vary depending on the protected species at issue and the time of year, among other factors, and there can be no assurance that such federal, state and local laws will not become more restrictive over time. If portions of our farms are deemed to be part of or bordering habitats for 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. This 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 farms to enter and occupy parts of the farms for the purposes of drilling and operating oil or gas wells, which could have a material adverse impact on the rental value of our farms.

Although we own the surface rights to our farms and expect to own the surface rights to farms that we acquire, other people may own the rights to any minerals, such as oil and natural gas that may be located under the surfaces of these farms. Currently there is no mineral development on any of our farms, but we can provide no assurances that third parties will not assert claims for mineral rights on our farms or that farms 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 farms that we currently own or acquire in the future, we expect that we would be required to permit third parties to enter such farms 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 farms to accommodate these oil and gas operations. The devotion of a portion of our farms to these oil and gas operations would reduce the amount of surface area 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 materially adversely impact the rents that we receive from leasing these farms.

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

State, local, 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 minimum wages and minimum and maximum work hours, as well as to restrict the hiring of undocumented immigrants. If one of our tenants or borrowers is accused of violating, or found to have violated such regulations, it could have a material adverse effect on their results of operations, which could materially adversely affect its ability to make its rental or loan payments to us, as applicable, and, in turn, our ability to make distributions to our stockholders.

Maintaining organic crops carries additional risks relative to traditional farming.

The production of organic crops carries natural risks, including the ability to control weeds or pests. If any of the tenants or farmers that work farmland owned or financed by us are inexperienced or do not attend to weed or pest control, the crop yield may suffer significantly. Organic and specialty crops often need temporary storage pending market sales and delivery, and the longer such crops are stored, the more problems that can occur including mold, pest infestation, and contamination. Likewise, organic and specialty crops cannot be mixed with conventional crops for storage. Thus, the lack of storage facilities may result in the crops being transported long distances to be stored elsewhere, subjecting the crops to additional spoilage risks and even theft. There is also no assurance that the premium prices for organic crops will continue.

Some of our farmland investments and potential farmland investments are in a transition to organic status. There are various factors that may affect these transitions and delay returns or lead to lower returns generally.

Some of our recent farmland investments and potential farmland investments are in a transition from conventional to organic status. Many of them have been farmed conventionally for many generations and considerable effort may be required to transition such farms to certified organic. Crop production may be limited during this transition period, and farms may require significant capital investment to facilitate the transition.

During the transition period, usually 3 years, the crops can only be sold as conventional crops, thus not attaining the typical organic pricing premium. Among the factors which may affect the transition process are: conventional crop prices, weather, adequate labor, drainage complications, soil compaction, soil degradation, excessive chemical applications, and other compounding factors. Any of those factors may cause delays in transitioning farmland to certified organic. Such delayed transitions may result in the lack of organic certification, lower crop yields, and other issues that may lead to lower returns.

Organic certification requirements could change and may result in some farmland reverting to a conventional farm and conventional crop pricing. This reversion may lead to lower financial returns.

The organic certification requirements could change, which may result in the de-certification of our owned and financed farmland and reversion to conventional crop pricing, which is currently significantly lower than organic pricing. There is no assurance that the premium prices for organic crops will continue. Likewise, there is no way for us to know or predict whether any of these changes will occur. If organic certification requirements change such that some or all of our farmland is no longer organic, our returns may be lower due to the change to conventional crop pricing, because our farmers would be competing generally against other conventional farms and farming operations.

RISKS RELATED TO THIS OFFERING

Other than those investments already in our portfolio described in this Offering Circular, you will not have the opportunity to evaluate our future investments before we make them, which makes your investment more speculative.

We have not yet acquired or identified all the investments we will make. We cannot provide you with any information to assist you in evaluating the merits of any specific properties or real estate-related assets that we may acquire in the future, except for investments that may be described in this Offering Circular or its supplements. We will seek to invest substantially all the net offering proceeds from this Offering, after the payment of fees and expenses, in the acquisition of properties and real estate-related assets. However, because you will be unable to evaluate the economic merit of our future investments before we make them, you will have to rely entirely on the ability of the board and management to select suitable and successful investment opportunities. Our management team will have broad discretion in selecting the properties we will invest in and the tenants of those properties, and you will not have the opportunity to evaluate potential investments.

Our Bylaws contain certain ownership limits with respect to our stock, including, among other restrictions, limits which prohibit 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. It has done so only once since this limit was established. The common stock ownership limit as well as other restrictions on ownership and transfer of the stock in Iroquois Valley REIT’s Bylaws may (a) discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for Iroquois Valley REIT’s common stock or that Iroquois Valley REIT’s stockholders otherwise believe to be in their best interests, and (b) result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of certain of the benefits of owning the additional shares.

Our board of directors established the offering price of your shares based on the measures described herein, but such price is not based upon any other valuation or independent metric, private or public.

Our board of directors established the current offering price of the shares on the basis outlined herein (see “Determination of the Offering Price”). This price, while based on the management’s best estimate of the market value of our assets, may not bear any relationship to what the assets or shares would sell for in an open market or in the event of a liquidation. Because the offering price is not based upon any public market valuation, the price may be higher than the proceeds that an investor would receive upon liquidation or a resale of their shares if they were to be listed on an exchange or actively traded by broker-dealers.

The then-current offering price is also used to determine the repurchase price of shares under our Stock Redemption Program. So similar cautions apply to the extent you may seek to redeem your shares in the future. The offering price will be calculated by means determined by the board, and there may not be a public market to compare or verify this price.

If we are unable to raise substantial funds, we will be limited in the number and type of investments we make, and the value of your investment in us will be dependent on the performance of any of the specific assets we acquire.

This Offering is being made on a “best efforts” basis, meaning that we will use our best efforts to sell our shares. As a result, the amount of proceeds we raise in this Offering may be substantially less than the amount we would need to achieve a broader portfolio of investments. If we are unable to raise substantial funds, we will make fewer investments, resulting in less breadth in terms of the type, number, geography, and size of investments that we make. In that case, the likelihood that any single asset’s performance would adversely affect our profitability will increase. There is a greater risk that you will lose money on your investment if we have less breadth in our portfolio. Further, we will have certain fixed operating expenses, regardless of whether we are able to raise substantial funds. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income, reducing our net income and limiting our ability to make distributions.

In the event we can quickly raise a substantial amount of capital, we may have difficulty investing it in properties.

If we can quickly raise capital during this Offering, we may have difficulty identifying and purchasing suitable properties on attractive terms at a corresponding rate of speed. Therefore, there could be a delay between the time we receive net proceeds from the sale of shares of our common stock in this Offering and the time we invest the net proceeds. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and this could adversely affect our ability to pay regular distributions of cash flow from operations to you. If we fail to timely invest the net proceeds of this Offering, our results of operations and financial condition may be adversely affected.

We face risks associated with the deployment of our capital.

In light of the nature of our continuous Offering and our investment strategy and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, we may from time-to-time hold cash pending deployment into investments, which may at times be significant, particularly at times when we are receiving high amounts of offering proceeds or times when there are few attractive investment opportunities. Such cash may be held in an account for the benefit of our stockholders that may be invested in money market accounts or other similar temporary investments. In the event we are unable to find suitable investments such cash may be maintained for longer periods which would be dilutive to overall investment returns. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns.

Subject to the provisions of Delaware law, our Bylaws permit our board of directors to alter rights and obligations of current common stock or discourage a third party from acquiring us.

Our board of directors is permitted, subject to certain restrictions set forth in our Bylaws and Delaware law, to authorize the issuance of additional shares and classify or reclassify any unissued shares of common stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of repurchase of the stock, and may amend our Bylaws from time-to-time to increase or decrease the aggregate number of shares or the number of shares of any class or series that we have authority to issue without stockholder approval. Thus, under certain limited conditions, our board of directors may be able to authorize us to issue shares with terms and conditions that could subordinate the rights of the holders of our common stock or have the effect of delaying, deferring, or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer, or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock. As a result, your shares may experience dilution in the percentage of issued and outstanding shares owned. In addition, depending on the terms and pricing of any additional offerings and the value of our investments, you also may experience dilution in the book value and fair market value of, and stockholder distributions paid on, your shares, if any.

Your interest in us will be diluted if we issue additional shares.

Holders of our common stock will not have preemptive rights to any shares we issue in the future. Our Certificate of Incorporation authorizes us to issue up to 3,000,000 shares of our common stock. After you purchase shares of our common stock in this Offering, our board of directors may elect, without stockholder approval, to: (1) sell additional shares in this Offering; (2) sell shares in another private offering; (3) sell shares in an initial public offering or future public offerings; (4) issue equity interests in private offerings; or (5) issue shares upon the exercise of the options we may grant to our independent directors or employees. To the extent we issue additional shares after your purchase in this Offering, your percentage ownership interest in us will be diluted.

RISKS RELATED TO COMPLIANCE AND REGULATION

We are offering our common shares pursuant to amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers make our common shares less attractive to investors as compared to a traditional initial public offering.

As a Regulation A, Tier 2 issuer, we are subject to less disclosure and reporting requirements and there are regulatory limits placed on how much we can raise through this Offering (although we may raise capital in other ways). Our common shares may be less attractive to investors as compared to a traditional initial public offering. Investors may be unable to readily compare our business with other companies in our industry if they believe that our financial accounting and public reporting is not as thorough as public companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. Notwithstanding the foregoing, each year our auditors evaluate our internal control procedures and provide comments thereon to help us ensure that the controls we have in place are appropriate and effective for our business operations. For the year ended December 31, 2025, our auditors did not communicate in writing any significant deficiencies or material weaknesses identified during their audit. In the fall of 2023, we engaged FTI--a global consulting company with substantial experience supporting public companies--to take over our internal accounting and financial matters, and our investor administration. Our staff works closely with FTI to ensure that our financial and investor records are accurate and FTI’s work is overseen by our board and management. Working with FTI allows us to substantially improve our internal controls, to provide redundancy for key functions, and to provide third party verification of our financial and investor data. FTI is not a registered transfer agent. While we believe that our internal controls are appropriate and effective, there is a risk that there may be undiscovered errors in our internal controls or reported financial statements of which we are not aware.

Non-compliance with laws and regulations may impair our ability to raise capital, purchase and manage properties, and/or arrange, service or otherwise manage our loans and other assets.

Failure to comply with the laws and regulatory requirements applicable to our business may, among other things, limit our, or a collection agency’s, ability to collect all or part of the payments on our investments. In addition, our non-compliance could subject us to damages, revocation of required licenses or other authorities, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm our business. Non-compliance with SEC reporting requirements for example, could impact our ability to rely on exemptions from registration such as Regulation A which would materially impact our ability to raise capital.

In addition, laws and regulations are subject to change, and regulators may revise their guidance, interpretations, and enforcement priorities. Any such changes could materially impact our ability to carry out our business plan and meet our various obligations.

There is a risk that we may not be exempt from registration under the Investment Company Act of 1940 (the “Investment Company Act”).

We intend to make investments in such a manner that we will not be treated as an “investment company” under the Investment Company Act. Although the Investment Company Act does not specifically exempt REITs, it does exempt any company that predominantly invests only in real estate and related assets (such as mortgages). While we feel that the ownership of entire parcels of real estate and self-funded mortgages are not securities, there is a risk that regulatory bodies could determine that the Investment Company Act may apply to us. If we inadvertently become subject to registration under the Investment Company Act or similar regulatory schemes, our ability to engage in business in interstate commerce and other adverse consequences may apply, such as rendering contracts we enter into unenforceable and imposing burdensome substantive requirements and restrictions on our activities.

Your ability to have your shares repurchased through our Stock Redemption Program is limited. We may repurchase fewer shares than have been requested to be repurchased by all stockholders, and the amount of shares we may repurchase is subject to caps. Further, our board of directors may modify, suspend, or terminate our Stock Redemption Program if it deems such action to be in our best interest and the best interest of our stakeholders.

In any calendar year, the total amount of shares that we will repurchase will be limited under our Stock Redemption Program. Further, our board of directors may modify, suspend, or terminate our stock redemption plan in its discretion, including for example, if the board is concerned about a lack of readily available funds because of adverse market conditions beyond our control, the need to maintain liquidity for our operations, or because we have determined that investing in real property or other illiquid investments is a better use of our capital than repurchasing our shares. If the full amount of all shares of our common stock requested to be repurchased in any given redemption period are not repurchased, funds will be allocated pro rata under the terms of the Stock Redemption Program and may not allow for complete liquidation. Unsatisfied repurchase requests will roll over into the next redemption period. See our Stock Redemption Program, attached as an exhibit, as well as the section of this Offering Circular titled “Policies with Regards to Certain Activities—Stock Redemption Program.”

Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our results of operations and financial condition.

Economic events affecting the U.S. or global economy, such as the general negative performance of the real estate or farming sectors, could adversely affect the performance of our assets, and our cash flow could be materially adversely affected. In addition, if we determine to sell assets, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition, including without limitation, breadth of our portfolio by property type and location, could be adversely affected in a material way.

The amount and source of distributions we may make to our stockholders is uncertain, and we may be unable to generate sufficient cash flow from our operations to make distributions to our stockholders in the future.

We have not established a minimum distribution payment level, and our ability to make distributions to our stockholders may be adversely affected by a number of factors, including the risk factors described in this Offering Circular. We may not generate sufficient income to make distributions to our stockholders. Our board of directors (based on the recommendation of a board committee) will make determinations regarding distributions based upon, among other factors, our financial performance, debt service obligations, debt covenants, REIT qualification and tax requirements, and capital expenditure requirements. As a result, we may not be able to make distributions to our stockholders in the future, and the level of any distributions we do make to our stockholders may not increase or even be maintained over time, any of which could materially and adversely affect the value of your investment.

We may pay distributions from sources other than our cash flow from operations, including without limitation, the sale of assets, borrowings, or offering proceeds, and we have no limits on the amounts we may pay from such sources.

We may not generate sufficient cash flow from operations to fully fund distributions to stockholders. Therefore, we may fund distributions to our stockholders from sources other than cash flow from operations, including without limitation, the sale of assets, borrowings, return of capital, or offering proceeds. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan and how quickly we invest the proceeds from this and any future offering and the performance of our investments, including our real estate-related assets portfolio. Funding distributions from the sales of assets, borrowings, return of capital, or proceeds of this Offering will result in us having less funds available to acquire organic farmland or other real estate-related investments. As a result, the return you realize on your investment may be reduced. Doing so may also negatively impact our ability to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage basis and may impact the value of your investment especially if we sell these securities at prices less than the price you paid for your shares. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform, if expenses are greater than our revenues, or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources.

Governmental opposition to DEI and related initiatives could adversely impact our plans.

Recent actions by the current federal administration and certain state governments reflect increasing scrutiny of and opposition to diversity, equity, and inclusion (DEI) initiatives and similar practices. This includes legislation and regulatory efforts aimed at limiting or eliminating DEI-related programs in both public and private sectors.

Although we believe that all of our business practices comply with applicable law, some could be considered DEI-related. These practices are important to us, and we believe they help achieve our beneficial purpose. But efforts by government authorities to restrict or penalize DEI or similar programs could create legal or reputational risks, increase compliance and legal costs, consume management time and attention, and potentially force us to modify or scale back key components of our business. These developments could adversely affect our operations, reputation, access to certain markets or partnerships, employee and stakeholder morale, and long-term growth.

Delaware law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.

Delaware law provides that a director will not have any liability as a director so long as they perform their duties in accordance with the applicable standard of conduct. In addition, subject to the additional limitations of the North American Securities Administrators Association’s Statement of Policy Regarding Real Estate Investment Trusts, as revised and adopted on May 7, 2007, our Bylaws provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (a) actually received an improper benefit or profit in money, property or services or (b) was actively and deliberately dishonest as established by a final judgment as material to the cause of action. Moreover, our Bylaws generally require us to indemnify and advance expenses to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. As a result, you and we may have limited rights against our directors or officers than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a manner that causes us to incur losses.

In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our Bylaws provide that we may not indemnify our directors or officers for any liability or loss suffered by them or hold our directors or officers harmless for any liability or loss suffered by us, unless they have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets or the proceeds of insurance and not from the stockholders.

Operational risks, including the risk of cyberattacks, may disrupt our businesses, result in losses, or limit our growth.

We rely heavily on many types of data processing systems. Such systems may fail to operate properly or become disabled as a result of tampering or a breach of the network security systems or otherwise. In addition, such systems are from time to time subject to cyberattacks and other cyber security incidents. Breaches of network security systems could involve attacks that are intended to obtain unauthorized access to our proprietary information or personal identifying information of our stockholders, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages, and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete, or modify private and sensitive information. Although we take various measures to ensure the integrity of such systems, there can be no assurance that these measures will provide protection. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing it from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality, or privacy of sensitive data, including personal information relating to our investors (and their beneficial owners). If such systems are compromised, do not operate properly or are disabled, we could suffer financial loss, a disruption of our businesses, liability to investors, regulatory intervention, or reputational damage.

In addition, we rely on third-party service providers for certain aspects of our business, including for certain information systems, technology, and administration. Any interruption or deterioration in the performance of these third parties or failures of their information systems and technology could impair the quality of our operations and could affect our reputation and hence adversely affect our business.

RISKS RELATED TO INVESTMENTS IN REAL ESTATE

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our farms and harm our financial condition.

Investments in real estate, including our investments in farmland, are relatively illiquid compared to other types of financial assets. As a result, our ability to promptly sell one or more farms 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 time period or may otherwise be unable to complete any exit strategy.

In addition, the Code imposes restrictions on a REIT’s ability to dispose of farms 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 farms for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of farms that otherwise would be in our best interests. Moreover, if we acquire farms from C corporations (e.g., corporations generally subject to full corporate-level tax) in certain non-taxable transactions, built-in gain recognized on the non-taxable disposition of such farms within 10 years of our acquisition will be subject to tax at the highest applicable U.S. federal corporate income tax rate. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly, on favorable terms or at all, which could harm our financial condition.

Finally, as a result of Iroquois Valley REIT’s status as a public benefit corporation, our board may make decisions that are not intended to maximize financial gain at all. So even where sale of a farm may be permissible and in our financial interest, we may still elect not to dispose of that farm if we believe doing so will further a public benefit.

Our operating results will be affected by economic and regulatory changes that impact the real estate market in general.

We are subject to risks generally attributable to the ownership of real property, including:

All of these factors are beyond our control. Any negative changes in these factors could affect our performance and our ability to meet our obligations and make distributions to stockholders.

Our success is dependent on local market and economic conditions.

The real estate industry generally and the success of our investment activities in particular will both be affected by global and national economic and market conditions generally and by the local economic conditions where our properties are located. These factors may affect the level and volatility of real estate prices, which could impair our profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect our investment opportunities and the value of our investments.

A recession, slowdown, or sustained downturn in the U.S. or global real estate market, and/or the U.S. or global economy (or any particular segment thereof) would have a pronounced impact on us, the value of our assets, and our profitability, and impede the ability of our assets to perform under or refinance their existing obligations, as well as impair our ability to effectively deploy our capital or realize upon investments on favorable terms. We could also be affected by any overall weakening of, or disruptions in, the financial markets. Any of the foregoing events could result in substantial losses to our business, which losses will likely be exacerbated by the presence of leverage in our investments’ capital structures.

Our portfolio will be concentrated in a narrow industry, agriculture, in a limited number of geographies or investments.

Our portfolio will be heavily concentrated at any time in only a limited number of geographies or investments, and, consequently, our aggregate return may be substantially affected by the unfavorable performance of even a single investment. To the extent we concentrate our investments in a particular type of asset or geography, our portfolio may become more susceptible to fluctuations in value resulting from adverse economic or business conditions affecting that particular type of asset or geography. Investors have no assurance as to the degree of diversification in our investments, either by geographic region or asset type. Although we are seeking diversification along certain metrics, our business strategy overall is focused on organic farmland real estate assets and is thus by nature limited in scope.

Our board of directors may change our investment and operational policies or our investment guidelines without stockholder consent.

Except for changes to the transfer restrictions contained in our Bylaws and aspects of our beneficial purpose detailed in our Certificate of Incorporation, which may require stockholder consent to amend, our board of directors may change our investment and operational policies, including our policies with regards to investments, operations, indebtedness, capitalization, and distributions, at any time without the consent of our stockholders, subject to Delaware law. Such a change, should it occur, could result in us making investments that are different from, and possibly riskier or more highly leveraged than, the types of investments described in this Offering Circular. Our board of directors approved very broad investment guidelines with which management must comply in making investments, but these guidelines are broad, and can be changed by our board of directors. These guidelines are discussed further in the section titled “Policies with Regards to Certain Activities.” A change in our investment strategy may, among other things, increase our exposure to real estate market fluctuations, default risk, and interest rate risk, all of which could materially affect our results of operations and financial condition.

We face risks associated with property acquisitions.

We intend to acquire properties and portfolios of properties, including large portfolios that could result in changes to our capital structure. Our acquisition activities and their success are subject to the following risks:

The acquisition and disposition of real properties carry certain litigation risks at the property level that may reduce our profitability and the return on your investment.

The acquisition, ownership, and disposition of real properties carry certain specific litigation risks. Litigation may be commenced with respect to a property acquired by us in relation to activities that took place prior to our acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such potential buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosures made, if such buyer is passed over in favor of another as part of our efforts to maximize sale proceeds. Similarly, successful buyers may later sue us under various damage theories, including those sounding in tort, for losses associated with latent defects or other problems not uncovered in due diligence.

In our due diligence review of potential investments, we may rely on third-party consultants, advisors, and representations made by sellers of potential portfolio properties, and we may not identify all relevant facts that may be necessary or helpful in evaluating potential investments.

Before making investments, due diligence will typically be conducted in a manner that our management team deems reasonable and appropriate based on the facts and circumstances applicable to each investment. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental, and legal issues. Outside consultants, legal advisors, accountants, investment banks, and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment, the costs of which will be borne by us. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to reduced control of the functions that are outsourced. In the due diligence process and making an assessment regarding a potential investment, our team will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation carried out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the investment being successful. Further, any recourse we may have against a seller for a breach of representations and warranties may be capped and subject to time limitations and may not be adequate to cover losses that we may incur. There can be no assurance that attempts to provide downside protection with respect to investments, including pursuant to risk management procedures described in this Offering Circular, will achieve their desired effect and potential investors should regard an investment in us as being speculative and having a high degree of risk.

Rising interest rates could impact the value of investments.

Interest rates are one of the variables that affect real estate asset prices, as well as real estate market fundamentals, inflation expectations, and investor investment horizons and return targets. For real estate, changes in interest rates influence real estate capitalization rates, with higher interest rates ultimately resulting in higher capitalization rates and lower property values, all other things being equal. However, interest rates and capitalization rates do not always move in lockstep as there typically is a lag between changes in interest rates and changes in capitalization rates, especially for high quality properties. Capitalization rates tend to be durable due to the long-term, inflation-protected nature of tenant leases, which typically include annual rent increases.

Our properties are, and any properties we acquire in the future will be, subject to property taxes that may increase in the future, which could adversely affect our cash flow.

Our properties are, and any properties we acquire in the future will be, subject to real and personal property taxes that may increase as property tax rates change and as the properties are assessed or reassessed by taxing authorities. Most of our leases provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the properties that they occupy. As the owner of the properties, however, we are ultimately responsible for payment of the taxes to the government. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes. In addition, we are generally responsible for property taxes related to any vacant space. Consequently, any tax increases may adversely affect our results of operations at such properties.

We will face legal risks when making investments.

Investments are usually governed by a complex series of legal documents and contracts. As a result, the risk of dispute over interpretation or enforceability of the documentation may be higher than for other investments. In addition, it is not uncommon for investments to be exposed to a variety of other legal risks. These can include, but are not limited to, environmental issues, land expropriation and other property-related claims, industrial action, and legal action from special interest groups.

GENERAL RISKS RELATED TO INVESTMENTS IN REAL ESTATE-RELATED ASSETS

Real estate mortgage asset investments face a number of general market-related risks that could affect our creditworthiness.

We invest in mortgage real estate-related assets. Any deterioration of real estate fundamentals could negatively impact our performance by making it more difficult for borrowers to satisfy their payment obligations on the instruments underlying such investments, increasing the default risk applicable to borrowers, or making it relatively more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will affect the creditworthiness of issuers or real estate collateral relating to our investments and may include economic or market fluctuations, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand for competing properties in an area, fluctuations in real estate fundamentals, the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, changes in building, environmental and other laws, energy and supply shortages, various uninsured or uninsurable risks and other unforeseen occurrences. There can be no assurance that there will be a ready market for the resale of investments because investments may not be liquid. Illiquidity may result from the absence of an established market for the investments, as well as legal or contractual restrictions on their resale by us.

Investments in real estate mortgage assets and operating lines of credit may be subject to risks including various creditor risks and early redemption features which may materially adversely affect our results of operations and financial condition.

Our investments in real estate mortgage assets and operating lines of credit to farmers may not be protected by financial covenants or limitations upon additional indebtedness and they may be illiquid or have limited liquidity. Our investments may be subject to early redemption features, refinancing options, limitations on access to security, pre-payment options or similar provisions which, in each case, could result in the borrower repaying the principal on an obligation held by us earlier than expected, resulting in a lower return to us than anticipated or reinvesting in a new obligation at a lower return to us.

Our debt investments face prepayment risk and interest rate fluctuations that may adversely affect our results of operations and financial condition.

During periods of declining interest rates, the borrower may exercise its option to prepay principal earlier than scheduled, potentially forcing us to reinvest the proceeds from such prepayment in lower yielding investments or loans, which may result in a decline in our return. In addition, the market price of our investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the market price of fixed-rate debt investments generally rises. Conversely, during periods of rising interest rates, the market price of such investments generally declines. The magnitude of these fluctuations in the market price of debt investments is generally greater for securities with longer maturities. Increases by the U.S. Federal Reserve of benchmark interest rates could negatively impact the price of debt securities and could adversely affect the value of our investments.

We may incur contingent liabilities in connection with the disposition of investments.

In connection with the disposition of an investment, we may be required to make certain representations about the business, financial affairs, and other aspects (such as environmental, property, tax, insurance, and litigation) of such investment typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations are inaccurate or with respect to certain potential liabilities. These arrangements may result in the incurrence of contingent liabilities for which we may establish reserves or escrow accounts.

RISKS RELATED TO DEBT FINANCING

We will incur mortgage indebtedness and other borrowings ourselves, which may increase our business risks, could hinder our ability to make distributions and could decrease the value of your investment.

The acquisition of investment properties may be financed in substantial part by borrowing, which increases our exposure to loss. Historically, our leverage ratio has ranged from zero to 40% of our gross real estate assets (measured using financial cost basis), inclusive of property-level and entity-level debt. The use of leverage involves a high degree of financial risk and will increase the exposure of the investments to adverse economic factors such as rising interest rates, downturns in the economy, or deteriorations in the condition of the investments. Principal and interest payments on indebtedness (including mortgages having “balloon” payments) will have to be made regardless of the sufficiency of cash flow from the properties. Our investments will be impaired by a smaller decline in the value of the properties than is the case where properties are owned with a proportionately smaller amount of debt.

Many of these same issues also apply to credit facilities which are expected to be in place at various times as well. For example, the loan documents for such facilities may include various coverage ratios, the continued compliance with which may not be completely within our control. If such coverage ratios are not met, the lenders under such credit facilities may declare any unfunded commitments to be terminated and declare any amounts outstanding to be due and payable.

Although borrowings by us have the potential to enhance overall returns that exceed our cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than our cost of funds. As a result, the possibilities of profit and loss are increased. Borrowing money to purchase properties provides us with the advantages of leverage but exposes us to greater market risks and higher current expenses.

If we draw on a line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.

We may utilize lines of credit to provide a ready source of liquidity for business purposes, including potentially to fund repurchases of shares of our common stock in the event that repurchase requests exceed our operating cash flow or net proceeds from our continuous offering. There can be no assurances that we will be able to obtain lines of credit (generally, or in the amount we request on financially reasonable terms. If we borrow under a line of credit to fund repurchases of shares of our common stock, our financial leverage will increase and may exceed our target leverage ratio. Our leverage may remain at the higher level until we receive additional net proceeds from our continuous Offering or generate sufficient operating cash flow or proceeds from asset sales to repay outstanding indebtedness.

Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to make distributions to our stockholders.

Interest we pay on our loan obligations will reduce cash available for distributions. If we obtain variable rate loans, increases in interest rates would increase our interest costs, which would reduce our cash flow and our ability to make distributions to you. In addition, if we need to repay existing loans during periods of rising interest rates, we could be required to liquidate one or more of our investments at times that may not permit realization of the maximum return on such investments.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to obtain additional loans. Loan documents we enter into may contain covenants that limit our ability to further mortgage or dispose of the property or discontinue insurance coverage. In addition, loan documents may limit our ability to enter into or terminate certain operating or lease agreements related to the property. These or other limitations may adversely affect the value of your investment and our flexibility and ability to make distributions to you.

If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions to our stockholders.

Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment is uncertain and may depend upon our ability to obtain replacement financing or our ability to sell particular properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the particular property at a price sufficient to make the balloon payment. Such a refinancing would be dependent upon interest rates and lenders’ policies at the time of refinancing, economic conditions in general and the value of the underlying properties in particular. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.

RISKS RELATED TO CONFLICTS OF INTEREST

Various potential and actual conflicts of interest will arise, and these conflicts may not be identified or resolved in a manner favorable to us.

Various potential and actual conflicts of interest will arise as a result of our activities. In the section “Conflicts of Interest” herein, we have listed certain conflicts of interest of which we are aware. There may be additional conflicts of interest of which we are not aware of and therefore are not disclosed herein. All potential conflicts of interest should be carefully evaluated before making an investment in us. If any matter arises that we and our affiliates determine in our good faith judgment constitutes an actual conflict of interest, we and our affiliates may take such action, as we determine in good faith, may be necessary or appropriate to ameliorate the conflict. There can be no assurance that our board of directors will identify or resolve all conflicts of interest in a manner that is favorable to us.

RISKS RELATED TO OUR REIT STATUS AND CERTAIN OTHER TAX ITEMS

If we do not continue to qualify as a REIT, we will be taxed as a regular corporation and could face a substantial tax liability.

We intend to operate so as to continue to qualify as a REIT under the Code. However, qualification as a REIT involves the application of highly technical and complex Code provisions for which only a limited number of judicial or administrative interpretations exist. Notwithstanding the availability of cure provisions in the Code, we could fail to meet various compliance requirements, which could jeopardize our REIT status. Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. If we fail to qualify as a REIT in any tax year (including prior years for which the statute of limitations has not yet passed), then:

Legislative, regulatory, or administrative changes could adversely affect us or our stockholders.

Legislative, regulatory, or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us and/or our stockholders.

On December 22, 2017 the Tax Cuts and Jobs Act (the “TCJA”) was signed into law. The TCJA makes significant changes to the U.S. federal income tax rules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and non-corporate tax rates, the TCJA eliminates or restricts various deductions. Although initially set to expire on December 31, 2025, most of these changes were made permanent in the One Big Beautiful Bill Act (the “OBBBA”), signed into law on July 4, 2025. In addition, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law on March 27th, 2020 in order to provide economic relief in response to the COVID-19 pandemic. A number of the measures contained in the CARES Act and follow-on packages are delivered through or in connection with the tax system. These acts make numerous large and small changes to the tax rules that generally do not affect REITs directly but may affect our stockholders and may indirectly affect us.

Additional changes to U.S. federal income tax rules, including changes impacting REITs, were enacted as part of the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”), which was signed into law on August 16th, 2022 and the OBBBA.

Congress continues to regularly consider legislation to make changes to the U.S. federal income tax rules. No assurance can be given as to whether, when, or the form in which U.S. federal income tax rules affecting us and our investors may be enacted, and any changes in U.S. federal income tax rules could have an adverse effect on us or on an investment in our common stock.

Prospective stockholders are urged to consult with their tax advisors with respect to the impact of the TCJA, the CARES Act, the Inflation Reduction Act, the OBBBA and any other legislative, regulatory or administrative developments and proposals, including any legislative developments, proposals or other potential changes to U.S. federal income tax rules under consideration as of the date of this Offering Circular, and their potential effect on investment in our common stock.

Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.

To qualify as a REIT, we are always required to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our stock, and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. For example, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.

Compliance with REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, at the end of each calendar quarter, at least 75% of our assets must consist of cash, cash items, government securities, and qualified real estate assets. The remainder of our investments in securities (other than qualified real estate assets and government securities) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code. Additionally, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, no more than 25% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries and not more than 25% of our assets may be represented by nonqualified publicly offered REIT debt instruments. If we fail to comply with these requirements, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffer adverse tax consequences. In order to satisfy these requirements, we may be forced to liquidate otherwise attractive investments.

Our Bylaws will not permit any person or group to own more than 9.8% of our outstanding common stock or of our outstanding capital stock of all classes or series, and attempts to acquire our common stock or our capital stock of all other classes or series in excess of these 9.8% limits would not be effective without an exemption from these limits by our board of directors.

In order to qualify as a REIT under the Code, not more than 50% of the value of the outstanding shares of our stock may be owned directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after the first year for which we elect to qualify as a REIT. Our Bylaws prohibit beneficial or constructive ownership by any person or group of more than a certain percentage, which is expected to be 9.8%, in value or by number of shares, whichever is more restrictive, of the outstanding shares of our common stock or 9.8%, in value or number of shares, whichever is more restrictive of our outstanding capital stock of all classes or series, which we refer to as the “ownership limits.” The constructive ownership rules under the Code and our Bylaws are complex and may cause shares of our stock owned by a group of related persons to be deemed to be constructively owned by one person. As a result, the acquisition of less than 9.8% of our outstanding common stock or our capital stock by a person could cause another person to own constructively in excess of 9.8% of the outstanding shares of our common stock or our capital stock, respectively, and thus violate the ownership limits. Any attempt to own or transfer shares of our common stock or capital stock in excess of an ownership limit without the consent of our board of directors will result either in the shares in excess of the limit being transferred by operation of the Bylaws to a charitable trust, and the person who attempted to acquire such excess shares will not have any rights in such excess shares, or in the transfer being void.

There can be no assurance that our board of directors, as permitted in the Bylaws, will not increase or decrease the ownership limits in the future, subject to maintaining our REIT qualification. Since this ownership limit was implemented, our board of directors has approved an increase in the common stock ownership limit for a single specific investor only on one occasion. Due to subsequent dilution as more shares were sold in this Offering, no shareholder currently exceeds this ownership limitation.

The ownership limits may have the effect of precluding a change in control of us by a third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). See “Security Ownership of Management and Certain Beneficial Owners.”

Non-U.S. holders may be subject to U.S. federal income tax upon their receipt of certain distributions from us or upon their disposition of shares of our common stock.

In addition to any potential withholding tax on ordinary dividends, a non-U.S. holder (as such term is defined below under “U.S. Federal Income Tax Considerations”), other than a “qualified shareholder” or a “qualified foreign pension fund,” that recognizes gain on a disposition of a “U.S. real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), or that receives a distribution from a REIT that is attributable to gains from such a disposition, is generally required to report such income on U.S. federal income tax returns and is subject to U.S. federal income tax at regular U.S. federal income tax rates under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the amount received from (or, in the case of a distribution, to the extent attributable to gains from) such disposition. Such tax does not apply, however, to the disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous 5-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. Treasury regulations finalized in 2024 impose new requirements for purposes of determining whether a REIT is domestically controlled (Treasury regulations also provide new rules for qualified foreign pension funds). We cannot assure you that we will qualify as a domestically controlled REIT, and we may not so qualify. If we were to fail to so qualify, amounts received by a non-U.S. holder on certain dispositions of shares of our common stock would be subject to tax under FIRPTA, unless (a) our shares of common stock were regularly traded on an established securities market and (b) the non-U.S. holder did not, at any time during a specified testing period, hold more than 10% of our common stock. Furthermore, certain distributions by us may be subject to tax under FIRPTA unless the conditions in clauses (a) and (b) of the immediately preceding sentence are satisfied, subject to certain exceptions. We do not expect our shares to be regularly traded on an established securities market in the near future.

We may incur tax liabilities that would reduce our cash available for distribution to you.

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, if we sell a property held primarily for sale in the ordinary course of trade or business (a “prohibited transaction” under the Code) we will 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 2 years prior to its sale for the production of rental income.

We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments 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, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax.

In addition, if we acquire any asset from a C corporation (i.e., a corporation generally subject to full corporate-level tax) in a merger or other transaction in which we acquire a basis in the asset determined by reference either to the C corporation’s basis in the asset or to another asset, we will pay tax, at the highest U.S. federal corporate income tax rate, on any built-in gain recognized on a taxable disposition of the asset during the 5-year period after its acquisition. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording, and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets, such as our taxable REIT subsidiaries, which are subject to full U.S. federal, state, local, and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to you.

Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates.

The maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. stockholders has been reduced by legislation to 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates applicable to qualified dividends. The more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends even taking into account the lower 37% maximum rate for ordinary income and the 20% deduction for ordinary REIT dividends received in taxable years beginning after December 31, 2017 , which could adversely affect the value of the shares of REITs, including our common stock.

As of the date of this Offering Circular, Congress is considering changes to tax laws, including with respect to tax rates. Prospective stockholders are urged to consult with their tax advisors with respect to the impact of any changes or potential changes to tax laws under consideration as of the date of this Offering Circular.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negatives thereof or other variations thereon or other comparable terminology.

The forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in our forward-looking statements. Forward-looking statements we make in this Offering Circular are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Offering Circular. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DETERMINATION OF THE OFFERING PRICE

The purchase price per share of our common stock in this Offering is $108.06. The qualification of the shares of common stock to which this Offering relates does not require any stockholders to offer or sell shares.

The board of directors reviews and approves a new share price twice each year. This share price of $108.06/share reflects the Company’s valuation as of December 31, 2025. $108.06/share reflects a -4.8% decrease compared to the June 30, 2025 stock price of $113.52/share.

VALUATION POLICY:

Our valuation policy seeks to be a comprehensive approach to be used to calculate our net asset value (NAV), and in turn the value of our common stock. These guidelines are designed to produce a fair and accurate estimate of the share price that would be received in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about the farmland portfolio.

While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires our board of directors to calculate NAV in a certain way. In addition, NAV is not a measure used under GAAP and the valuations of, and certain adjustments made to, our assets and liabilities used in the determination of NAV will differ from GAAP. You should not consider NAV to be equivalent to stockholders’ equity or any other GAAP measure. There is no public market for our shares that would suggest a market price.

Valuing our Owned Farmland:

Iroquois Valley calculates the fair value of our real estate properties semi-annually based in part on values provided by third-party independent appraisers. Because these fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value.

We intend to have each property valued by an independent, third-party appraiser via a full appraisal at least once every three years, or on a more frequent basis for larger properties representing greater than 5% of portfolio value. Interim values are generally determined by either: (i) an internal “desktop appraisal” or (ii) an inter-period valuation performed by an independent, third-party appraiser. Various methodologies used, both by the appraisers and in our internal valuations, to determine the fair value of our real estate, may include the sales comparison, income capitalization (or a discounted cash flow analysis), and cost approaches of valuation. In performing their analyses, the appraisers typically (a) conduct site visits to the properties (where full appraisals are performed), (b) discuss each property with our team and review property-level information, including, but not limited to, property operating data, prior appraisals (as available), existing lease agreements, farm acreage, location, access to water and water rights, potential for future development, and other property-level information, and (c) review information from a variety of sources about regional market conditions applicable to each of our properties, including, but not limited to, recent sale prices of comparable farmland, market rents for similar farmland, estimated marketing and exposure time, market capitalization rates, and the current economic environment, among others.

In performing our internal valuations, we will consider the most recent appraisal available and use similar methodologies in determining fair value. We will also obtain updated market data related to the property, such as soil productivity index levels, organic certification status, tenure of organic certification, total acreage, and proximity to other organic farms. Sources of this data may come from market inputs from recent acquisitions of our own portfolio of real estate, recent appraisals of properties we own that are similar in nature and in the same region (as applicable) as the property being valued, market conditions and trends we observe in our due diligence process, and conversations with appraisers, brokers, and farmers. Generally, farmland that has high or higher soil productivity index levels sells at a premium to lower rated farmland. Organic status as well as the tenure of organic certification (longer tenure warrants a higher premium) and proximity to other organic farmland are additional factors that warrant a premium due to the higher expected rental rates and net operating income that can be achieved relative to other comparable properties.

Valuing our Liabilities:

We also include the fair value of our liabilities as part of our NAV calculation. Thanks in large part to the impact of our work, Iroquois Valley has historically been successful in attracting significant capital at below-market rates, an important benefit for our company. All liabilities will be valued using widely accepted methodologies specific to each type of liability.

In determining the fair value of liabilities, primarily our unsecured promissory notes (“impact investment notes”) and mortgages on underlying farmland, we will factor in prevailing market data like instrument tenor, coupon payments, and current interest rates in determining the fair value of our liabilities.

Additional Specific Guidelines:

Review of and Changes to the Valuation Policy:

With no active public market for our shares, the board of directors currently is responsible for the determination of our NAV and thus, the share value. This Valuation Policy is periodically reviewed by our board, in close consultation with management, advisors, accountants, and finance professional teams, to ensure alignment with best practices. From time to time, our board may adopt changes to this Valuation Policy if it (a) determines that such changes are likely to result in a more accurate determination of NAV or a more efficient or less costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination, or (b) otherwise reasonably believes a change is warranted for a more accurate determination of NAV. The board, from time-to-time, may request an independent review of our Valuation Policy and guidelines or seek input from outside valuation advisers.

Our valuation policy was most recently amended by the board on January 22, 2025.

OUR MOST RECENT VALUATION

The table below outlines various steps and figures associated with our board-approved valuation of $108.06 per share (fully diluted) for this Offering.

The components of the Net Asset Value calculation as of December 31, 2025 are detailed in the following table.

Shareholdings: The table below sets forth certain information regarding the ownership of our common stock as of March 15, 2026, assuming the sale of all of the common stock pursuant to this Offering to persons who are not currently our stockholders.

When factoring in the effects of option dilution, the total outstanding shares of our common stock would be as follows.

All percentages and share amounts in the above tables are rounded to the nearest whole number.

ESTIMATED USE OF PROCEEDS

We are, as of the date of this Offering Circular, offering for sale up to $65,000,000 in common stock. This number represents the value of the shares available to be offered as of the date of this Offering Circular out of the rolling 12-month maximum offering amount of $75,000,000 permitted by the SEC under Regulation A. Our share price as of the date of this Offering Circular is $108.06. The nearest whole number of shares available to be offered as of the date of this Offering Circular is 601,517. If fully subscribed, total proceeds of this Offering are estimated to be approximately $65,000,000 exclusive of any offering expenses. The table on the following pages sets forth our estimated use of proceeds from this Offering assuming we sell the maximum amount of shares available.

Substantially all proceeds from this Offering are expected to be used for the purchase, financing, refinancing, and management of farmland investments. These transactions may include acquiring farmland directly or offering intermediate farm mortgage loans to farmers. In limited circumstances, we may also provide a line of credit or term loan to farmers to support their operations. Offering proceeds may also be used to pay down our line of credit or other debt that we have incurred to purchase farmland investments, thus lowering our cost of capital.

We currently make all our investments through our operating company, and we intend to do so in the future. After deducting the estimated expenses of this Offering, we generally intend to contribute the net proceeds from this Offering to our operating company. We may invest in farmland investments through one or more joint ventures or subsidiaries.

Our management team, led and overseen by the board of directors, will have considerable discretion in using offering proceeds consistent with our business and beneficial impact goals. This Offering will be used for growth capital as outlined in this section and is not expected to be necessary to meet our operating cash requirements for the next twelve months.

However, we may choose to use net proceeds from the Offering for any use in the course of our business, including without limitation, to reduce outstanding debt, provide for working capital, issue a distribution, repurchase/redeem outstanding loans of our operating company or shares of our common stock, make interest payments, or pay dividends to shareholders of Iroquois Valley REIT. The amounts we actually expend may vary depending on numerous factors, including changes in the economic climate for our proposed business operations, the amount of funds raised, our cash flow, climate changes, the success of our farmland investments, and the success or lack of success of our business and marketing plans.

Some offering proceeds may also be used for offering expenses, including without limitation, legal fees, printing fees, filing fees, or accounting fees (cumulatively estimated to be less than 1% of the total Offering if fully subscribed). We have engaged Michael E. Tobin to support our sales efforts to institutional investors, and he is entitled to commissions of 0.35% of the amount of capital raised from investors introduced by him, payable in cash or equivalent value of our Company shares, at our discretion. Once earned, to the extent we pay such commissions in cash, they would reduce proceeds to us from this Offering. We reserve the right in the future and without notice to engage additional placement agents or broker-dealers (or both) to assist in selling our common stock offered hereby and, in the event that we do engage such placement agents or broker-dealers (or both), the resulting professional fees will reduce our proceeds from this Offering by the amount of the total of such fees and commissions.

Given the time needed to identify, complete proper due diligence on, and negotiate each acquisition, among other things, we may not be able to promptly invest the net proceeds of this Offering in organic farmland projects and real estate-related assets. In the interim, we may invest in short-term, highly liquid or other authorized investments, subject to the requirements for qualification as a REIT. Such short-term investments will not earn as high of a return as we expect to earn on our real estate related investments.

The table below sets forth our best estimate of prospective uses of offering proceeds, assuming maximum subscription of $58,949,864. As of the date of this Offering Circular, our share price is $108.06, but investors will pay the most recent publicly announced offering price as of the date of their subscription. We expect to update our offering price twice a year, in the winter and summer. Many of the amounts set forth in the table below represent our best estimate since they cannot be precisely calculated at this time.

In furtherance of our business objectives and continued desire to make farmland investments, we will raise additional funds independent of this Offering through various means subject to applicable state and federal securities laws. Examples include but are not limited to unsecured promissory notes offered by Iroquois Valley LLC, grant funding, joint venture acquisitions of farmland investments, and potentially additional debt securities offerings. Many of these capital raising efforts are ongoing, and others will begin while this Offering is open. Neither investors in this Offering, nor our common stockholders generally, have any inherent rights to participate in future offerings and may not be eligible to do so.

OUR BUSINESS AND PROPERTIES

SECTION 1: OVERVIEW

OUR CAPITAL STRUCTURE AND BUSINESS MODEL

We are the original farmland REIT in North America that offers investors direct exposure to a diversified portfolio of certified organic farmland. Raising funds through a combination of equity and debt capital, we seek to offer qualified organic farmers long-term access to land through leases and mortgages. In limited circumstances, we support the financial health of organic farm businesses through operating lines of credit.

  
The figure below illustrates our model:

Broadly, our model functions as follows:

SECTION 2: FARMLAND AS AN INVESTMENT OPPORTUNITY 

A) A REAL ASSET

Farmland is considered a “real” (versus financial) asset because of its physical nature and finite supply. The value of an investment in farmland is impacted by the ability of that land to yield a healthy crop season after season, in addition to the marketability and price of crops from that land. 

Historically, farmland has generated returns through cash flow from rents and capital gains from the appreciation of the land’s value over time. The graph below shows the decade over decade increase in the value of U.S. farm real estate.

Source: USDA Economic Research Service

We believe that chemical-dependent, conventional farming practices have taken their toll on the long-term health and productivity of American farmland. Conventionally managed farms are increasingly susceptible to wind and water-related erosion, unable to retain satisfactory amounts of moisture in drought, and are reliant on synthetic chemical inputs to realize fertility.

In contrast, organic farming has the potential to improve the productivity and value of farmland assets over time. Organic farmers use a holistic, systems-based approach that diversifies crops, increases biodiversity, mitigates erosion, and improves drainage and absorption. 

Organic management of the land yields a variety of crops that are nutritious and flavorful. An organic system prioritizes health of the soil. Investing in the soil and improving the value of the land allows farmers to continue to produce healthy and nutrient-dense food for the world’s growing population in the face of climate instability.

B) THE ORGANIC STANDARD

Achieving and maintaining organic certification is a core component of the relationships with our farmers. Iroquois Valley believes that USDA Organic certification offers an objective basis for farmers to be distinguished in the marketplace thanks to the certification’s history, legal and standardized framework, and recognition in the market. USDA defines organic as “integrating cultural, biological and mechanical practices that foster cycles of resources, promote ecological balance and conserve biological diversity.”

USDA Organic certification enables farmers to earn persistent price premiums for their production.

We also work with farmers pursuing further certification that fit their operations, including Regenerative Organic Certification, Bee Better Certification, Biodynamic Certification, Real Organic Project certification, Ecological Outcome Verification (EOV) and more.

C) FOCUS ON SOIL HEALTH

Our Soil Health Principles are based on NRCS-approved organic practices and are identified as principles that apply directly to the farms financed by Iroquois Valley. The Soil Health Principles offer investors and the public a framework to better understand how organic systems support soil health.

By replacing petroleum-derived fertilizers with animal manure, cover crops, and crop rotation, organic farmers manage soil health with long-term productivity and environmental sustainability in mind. Healthy soil is key to the fertility of farmland, the nutritional content of food, the health of the farm ecosystem, and the ability of the farm to perform in the face of severe climate events like droughts and floods. These benefits also make a direct impact on the productivity, and therefore profitability, of a farm.

D) DEMAND FOR ORGANIC

Domestic demand for organic food products continues to grow at approximately 5% per year. Research from the Organic Trade Association shows that domestic organic sales have grown from just over $10 billion annually in 2005 to $70 billion, as of 2024.^[2]

Certified organic farmland remains at less than 2% of all American agricultural land. As demand for organic products outstrips the supply of certified organic land, the price of certified organic farmland should increase. Increased prices of organic farmland could have positive benefits for both us and our farmers, including for example, increasing the value of Iroquois Valley’s portfolio, and a higher sale price of land if there is a sale of the property.

E) PROFITABLE FARMING MODEL

The Rodale Institute, a non-profit research and education pioneer in organic and regenerative farming, has collected data from a 40-year+ side-by-side trial using both conventional and organic methods. The results show important and encouraging data about the long-term productivity and profitability of organic farms.

RODALE INSTITUTE FARMING SYSTEMS TRIAL

Rodale Institute, Farming Systems Trial (https://rodaleinstitute.org/science/farming-systems-trial/)

Growing evidence, including data from the Farming Systems Trial over the past 40+ years, indicates that organic farms can be more profitable than conventional farms of similar size, scope, and crop variety over time. Organic farms often have lower input costs and comparable crop yields, and they enjoy a significant price premium for their crops at market.

In addition to anticipated increase in profitability after organic certification, organic farming methods build the quality and health of a farm’s soil over time. This key step in the long-term productivity of the land also improves the farm’s resilience to issues like drought and flood, and we believe such resilience should improve the value of the asset in the medium- and long-term. Iroquois Valley believes strongly that environmentally sustainable farming practices will, after organic transition, produce a financial upside and a significant increase in the value of the underlying asset over time.

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^[2] https://ota.com/news/press-releases/22284

South Fork Farm in Livingston County, IL, an Iroquois Valley Farmland Investment 

F) DIVERSIFIED FARM BUSINESSES AND ORGANIC PRICE PREMIUM

American demand for organic food has led to increased supply, much of which is being sourced internationally and may not represent the highest standard of production.

In addition to selling into wholesale markets, our revenue has been buoyed by farmers marketing direct-to-consumer, creating added-value products, contract producing for companies with price guarantees (such as Organic Valley), and selling into local grocery stores that command price premiums, ranging from a few percentage points to multiples of 2X and higher. Consumers have shown they are willing to pay more for organic products that are creating positive impacts for communities and the environment.

Some of Iroquois Valley’s rental revenue is directly linked to this premium as a few of our legacy leases combine both base and variable rent components. The variable rent is dependent on a farm’s top line revenue in any given year.

G) REBUILDING THE RURAL ECONOMY

Independently owned organic farms offer farmers, their families, and their communities a path towards long-term economic prosperity. Whereas large-scale conventional operations rely heavily on sprays and automation, organic farms are required to use more manual labor to deal with weeds, pests, and crop disease. As a result, organic farms are providing work opportunities to their rural communities and keeping a larger percentage of the money locally.

A 2016 Organic Trade Association study by researchers at Penn State University titled “Organic Hotspots” shows that organic farms create jobs, boost economic growth, increase household income, and reduce the poverty rate.^[4] By offering land access to small and medium-sized farmers from the “next generation,” we hope to have a direct impact on the human health and economic vitality in farming communities across the country.

We believe that this next generation of farmers are not merely tenants. Rather, many of these young farmers are more conscious of the broad long-term impacts of conventional farming compared to organic farming practices. This creates an opportunity for agricultural innovation and environmental stewardship, factors that will result in long-term productivity and sustainable profits.

H) AN ARRAY OF POSITIVE IMPACTS

At Iroquois Valley, we believe that organic farming offers a wide range of positive impacts on the food supply, the natural environment, and the agricultural communities where farmers live and work. By investing in Iroquois Valley, investors provide us with an opportunity to expand the amount of organic acreage in our portfolio, directly facilitating the expansion and longevity of these impacts. These impacts include: clean air and water; healthy, living soils; humane treatment of animals; nutrient dense pesticide-free food; ecosystem restoration and greater biodiversity; profitability for farmers; and economic development in rural communities.

I) IMPROVING PUBLIC HEALTH

There is a direct connection between healthy soil, healthy food, and healthy people. The biodiversity in organic soil provides the necessary environment for microorganisms, bacteria, and fungi that ultimately facilitate the production of nutrient rich food.

Persistent challenges in modern human health, including allergies, weakened immune systems, and the rise of preventable disease are increasingly being linked to the food we eat and the methods with which that food is grown. Food produced using organic and regenerative practices is vastly different from food produced through chemically-dependent conventional agriculture.

J) CLEAN AIR, CLEAN WATER, HEALTHY POLLINATOR HABITATS

Organic agriculture prohibits the use of synthetic pesticides and herbicides. These chemicals directly threaten the health of farm workers during application, pollute water sources through runoff, and create an uninhabitable environment for necessary, beneficial species like pollinators. One in three bites of food are the result of pollination from bees. Honeybee species are responsible for pollinating about 80% of the fruit, nuts, and vegetables consumed in the United States. Grains are primarily wind pollinated, but “seventy out of the top 100 human food crops—which supply about 90% of the world’s nutrition—are pollinated by bees” according to Greenpeace.^[5] Agriculture, including the widespread use of pesticides on conventional farms, as well as habitat destruction and more, are factors in bee colony collapse.

Organic management creates a path to cleaner air and water, and a safety net for pollinators and other important species key to biodiversity and food production. Our impact reaches into environmental conservation by supporting farmers in the portfolio who prioritize conservation through buffer zones, windbreaks, and pollinator-specific habitat restoration. Additionally, some land in the portfolio is protected as wetland or riparian corridors.

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^[4] https://capitalpress.com/2016/06/06/organic-ag-hotspots-boost-local-economies/ 

K) COMBATING CLIMATE CHANGE THROUGH ORGANIC AGRICULTURE

Organic farmers can reduce or rectify the climate damage caused by industrialized, conventional agriculture.

Iroquois Valley’s tenants and borrowers use practices that benefit the climate. These practices include (a) keeping the soil covered through practices like cover cropping, (b) maximizing plant diversity through multi-year crop rotations, (c) native habitat restoration that keeps living roots intact, and (d) using tillage appropriately and sparingly, if at all. Farmers that integrate livestock use practices like rotational grazing and holistic management. Because livestock moves frequently under these management practices, they are not grazing pasture down to bare soil. Covered soils keep carbon beneath the surface. These practices may hold some of the keys to reversing the effects from rising levels of CO₂ in the earth’s atmosphere.

Additionally, many research groups, including leaders like the Rodale Institute, have published studies indicating that carbon from greenhouse gas emissions could be removed from the atmosphere and stored in the soil through a process known as soil carbon sequestration.

Iroquois Valley supports farmers who use organic practices that create both long- and short-term impacts. Examples of projects include silvopasture, continuous cover crops, rotational grazing, and diversified production that integrates annual and perennial plants. We acknowledge the need to harmonize as part of a holistic, integrated approach to the planetary crisis by utilizing solutions addressing the larger context of water, nutrients, erosion, and biodiversity loss. We appreciate the interconnectedness of biodiversity and species loss, climate mitigation and resilience, and water and nutrient cycles. We are also exploring the viability and effectiveness of emerging ecosystem service markets supporting water management, phosphorus and nitrogen reduction, carbon sequestration, biodiversity, and nutrient density.

When applying for financing, farmers undergo a holistic underwriting process that takes the financial health of the business into consideration as well as conservation practices, potential opportunities within the particular ecosystem, and social impact.

SECTION 3: PAST PERFORMANCE

Historically, the majority of the total returns of our farmland portfolio have been realized as capital appreciation tied to farmland prices, represented by the share price. As the Company continues to grow, our returns may reflect a greater balance of growth (increasing share price) and income (a cash dividend). This “growth and income” model is in line with the traditional behavior of farmland investments. We can provide no assurances that shares of our common stock purchased in this Offering will receive similar returns, if any, or maintain or increase in value, or that Iroquois Valley will continue to increase our revenue and acres.

SHARE APPRECIATION

Given that no public market exists for our shares, we have chosen what we believe are the best methods to estimate a market share price. The chart below depicts our share price over time. Offering prices reflect management and the board’s best estimate of market value as of December 31 of each year listed, as well as June 30^th beginning in 2022. Certain prices included here reflect an implied share price based on reported equity value of Iroquois Valley. Values prior to 2016 are adjusted for REIT conversion and associated 4-for-1 split. Values prior to October 16, 2023 are adjusted for 8-for-1 stock split. On January 22, 2025, the board updated our valuation to better reflect best practices and a holistic view of the Company’s net asset value (“NAV”), so values beginning with December 31, 2024 reflect that updated valuation policy. See the section of this Offering Circular titled “Determination of the Offering Price” for additional detail regarding the current offering price and valuation methodology.

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^[5] https://www.greenpeace.org/usa/sustainable-agriculture/save-the-bees/

SHARE PRICE ($ PER SHARE)

Notes: Effective December 31, 2024, the Board of Directors adopted a new valuation policy, eliminating a company operating premium. Recently, market valuations have decreased.primarily due to a reduction in the appraised value of the farmland in the portfolio. However, we also took several conservative write downs to better reflect the market value of the portfolio and we sold some properties that did not align with our strategic growth plans.

DISTRIBUTIONS

Our goal is to provide a reasonably predictable and stable level of current income, through annual distributions, while at the same time maintaining a fair level of consistency in our net asset value. Distributions that we make will directly impact our net asset value by reducing the amount of our assets.

We expect that our board will consider and, where appropriate, declare and pay distributions annually, typically in December of each year. In some cases, we may declare and pay a spillover dividend in late winter / summer of each year, consistent with our requirements as a REIT. Distributions we make will be at the discretion of our board and will be based on, among other factors, our present and reasonably projected future cash flow and the REIT distribution requirements. We expect that our board will set the rate of distributions at a level that will be reasonably consistent and sustainable over time, which will be fully dependent on the yields generated by our assets.

In past years, we paid an initial dividend in December and a spillover dividend in late spring or summer of the following year after our taxable income was determined. S. On occasion, we may pay a special dividend, for example when we sell a farmland investment for substantial profit. Historically, we have paid dividends that total in value for a given fiscal year to less than 1% of the share price at the end of that year. Although our annual dividend amounts have varied—and there have been years in which we have not paid any dividends—we currently expect to continue to pay dividends at this same rate in the future.

Below is a record of dividends paid to Shareholders in recent years:

GRANT REVENUE

Iroquois Valley has been awarded six federal grants since inception. Collectively, these grants provide (or provided) domain expertise and financial resources to projects designed to increase conservation practices on farmland, increase the amount of operating capital available to farmers in the form of operating lines of credit, increase water quality and habitat, provide agroforestry technical assistance, underwriting and financial services to African-American farmers, and provide holistic financial planning and ongoing management coaching to “Beginning Farmers and Ranchers” in the portfolio. “Beginning” is defined by the USDA as 10 years’ experience or less. There are currently no outstanding grants. However, we may from time to time accept a donation from an investor, which may be in the form of forgiveness of an outstanding impact note.

Iroquois Valley may benefit from grant-related partnerships with many mission-aligned organizations including land conservancies and trusts, agroforestry educators, state natural resource departments, impact finance firms, and food and farming business educators and trainers. 

EFFICIENT OPERATING STRUCTURE

Effective December 31, 2016, the equity investors in Iroquois Valley LLC implemented a conversion from a limited liability company to a REIT with operating subsidiaries. We believe that this structure optimizes the long-term growth potential and plans of our business. We further believe the financial reporting associated with REITs is better aligned with how we operate, creating a more transparent and practical financial reporting process.

INDEFINITE SCALABILITY

With a strong record of financial stability and success, increasing interest from independent farmers across geographies, and an attractive corporate structure, we have demonstrated an ability to achieve indefinite scale. Our financial track record has driven investment demand from a variety of capital sources, including individuals, trusts, non-profits, family offices, and more.

We endeavor to deploy this capital in an efficient, cost-effective, and profitable manner. We do not acquire a farm without a farmer tenant lined up and a pre-arranged lease agreement that is financially viable for both our business and that of the farmer. On mortgage financing, we take a conservative approach to lending. We review both the cash flow of the operation and the loan-to-value ratio of the underlying assets. Our mortgages are intended to enhance the overall business cash flow for the borrower, which frees up capital for each borrower’s future growth.

Using this model, we have provided secure land access on more than 35,000 acres of farmland representing over $125 million in transaction value. Over 25,000 acres of our financed farmland (owned land, land secured by mortgages, and land supported with operating lines of credit) is USDA Certified Organic and the remainder is being managed organically or in transition to organic.

OWNED & FINANCED ACRES

Total acres purchased and financed as of December 31, 2025.

TRACK RECORD OF BUILDING RELATIONSHIPS WITH TALENTED OPERATORS

We have developed a strong track record of creating symbiotic relationships with independent and family farmers, creating value and stability. These relationships allow us to better understand and react to our farmers’ needs, and by doing so, establish a strategy that considers the mutual benefits, risks, and long-term well-being of all parties (including farmers, Iroquois Valley, and our stockholders) from the outset, in addition to supporting our broader public benefit goals.

FARMER REPRESENTATION WITHIN IROQUOIS VALLEY

The relationship between Iroquois Valley and organic farmers goes both ways. We rely on the relationships in the portfolio to guide us as Iroquois Valley grows. And Iroquois Valley and its shareholders have a long history of electing farmers to the board of directors. We seek to maintain this representation moving forward. For more information about our board of directors, including director bios, please see “Directors and Officers.”

Total acres purchased and financed as of March 31, 2025.

SECTION 4: SOURCES OF CAPITAL

Iroquois Valley raises capital to fund new investments from four main sources:

INVESTOR EQUITY

Iroquois Valley has prioritized fundraising through the sale of equity securities since its founding in 2007. The Company prefers to raise capital through equity because it shares risk with the farmers, allows the Company to create a buy-and-hold strategy, reduces corporate leverage, and offers investors the long-term upside of the appreciation of land.

To date, Iroquois Valley has raised over $90 million in equity capital from over 850 investors. Investments range from approximately $10,000 to over $9 million and have an average slightly above $100,000. The shareholder base includes a wide variety of accounts including trusts, foundations, families, and non-profits, but is dominated by individual investors who each own only a relatively small number of our shares. No shareholder currently owns more than 7.5% of our outstanding shares.

The lack of any dominant stockholder means no single stockholder can force certain corporate actions. Broad ownership is also a requirement to maintain our status as a REIT, and the tax benefits we anticipate from that status. More on our governance can be found in “Description of Common Stock” and “Certain Provisions of Delaware Law and Our Charter Documents.” More on our status as a REIT and associated tax matters can be found in “U.S. Federal Income Tax Considerations.”

NUMBER OF SHAREHOLDERS

EQUITY INVESTMENTS BY ACCOUNT TYPE

COMMITTED OWNERSHIP SUPPORTING BUY & HOLD STRATEGY

Equity investors are required to own their shares for at least 5 years before gaining redemption rights. By raising capital incrementally, and then requiring investors to own for the long-term, the Company facilitates its goal of buying farmland and owning the asset indefinitely.

This staggered, patient ownership strategy offers farmers secure farmland access to establish and expand their businesses with long-term vision. In turn, a long-term tenant farmer is more likely to invest in the overall health of the natural asset if there is generational planning under consideration. Examples include pollinator strips, riparian zones, tree plantings, long-term crop rotations, introduction of pastured animals, and more. With farmers making business decisions with an eye towards stability and growth, farm performance can be stabilized long term, mitigating risks that the farmer may not be able to make rent or mortgage payments.

INVESTOR LIQUIDITY

Under our Stock Redemption Program there is currently a 5-year hold period before shares are eligible for redemption. We believe that our broad base of capital means that stockholders liquidating their shares of our common stock under the terms of our Stock Redemption Program should not have an overwhelming impact on our financial position. The Company aims to provide investor liquidity without selling its underlying assets. We regularly seek out new means to create this liquidity, and in the past have used funds from operations, proceeds from the sale of promissory notes or common stock, and traditional bank debt to create liquidity for redemptions.

Please refer to the “Policies with Regards to Certain Activities” section hereunder for a more detailed description of our Stock Redemption Program. A copy of the Stock Redemption Program is also attached as an exhibit to our offering statement, filed with the SEC and available at www.sec.gov. The Stock Redemption Program was most recently amended on April 24, 2024.

The table below outlines liquidity events since 2018 of which we are aware and redemptions under both the current and prior stock redemption programs.

LIQUIDITY: SALES & REDEMPTIONS

ROOTED IN REGENERATION NOTE PROGRAM

In addition to raising capital through the sale of shares, Iroquois Valley LLC, our operating company, has and continues to offer unsecured promissory notes to investors, most recently our “Series 2 Rooted in Regeneration Notes.” In addition to providing interest payments to the investor, these Rooted in Regeneration Notes help fund a pool of capital used to support socially disadvantaged farmers, including for example by offsetting mortgage costs for eligible farmers.

This Offering Circular is not an offer to sell Rooted in Regeneration Notes, nor is it a solicitation for offers to purchase Rooted in Regeneration Notes. Rooted in Regeneration Notes are available to accredited investors only, and therefore some prospective investors may be qualified to participate in this Offering but may not purchase those notes. Eligible prospective investors may only request to purchase Rooted in Regeneration Notes after review of the offering materials associated with those notes, verification of accredited status, and completion of an appropriate subscription agreement and such other procedures as detailed therein. More information regarding the Rooted in Regeneration Notes, including offering materials, are available through the Company’s website: www.iroquoisvalley.com. 

LOW BORROWING COSTS

Iroquois Valley will at times use bank debt and traditional mortgages to acquire farmland. We are typically able to secure bridge loans and lines of credit to fund purchases ahead of internally raised capital thanks to our balance sheet and long-term relationships with our current financing institution. This strategy allows us to act on investment opportunities regardless of where we are at in our fundraising cycle.

When possible, however, we endeavor to make purchases using revenues from operations, offering proceeds, and/or lower cost values-aligned capital. Our track record of financial success combined with a history of creating measurable social and environmental impact has created significant demand for our unsecured promissory notes and our common stock and has allowed us to raise substantial capital at relatively low cost. The Company has also been able to secure attractive borrowing costs from traditional lenders when appropriate, and in some instances successfully refinanced outstanding traditional mortgage debt with lower cost capital.

As of December 31, 2025, the average cost of capital is approximately 4.55%.

FUTURE ORIGINAL MATURITIES OF THE AGGREGATE NOTES

PAYABLE AS OF JANUARY 30, 2025

LOW LEVERAGE

As of the end of 2025, we were conservatively leveraged with total debt/total assets at 30%. This level was consistent with historical averages, and well below the aggressive leverage often used by other REITs. The source of debt came from self-issued promissory notes (issued by our operating company), as well as some debt for mortgages on a couple of farmland investments. It is important to note that we are a company with operations, not an investment fund. Our capital structure reflects management’s strategy to remain agile while benefiting our key stakeholders and broader impact goals.

Moving forward, we intend to continue to grow primarily through equity capital.

LEVERAGE RATIO

As of December 31, 2025.

SECTION 5: OUR PORTFOLIO

A) INVESTMENT SUMMARY

OUR BUSINESS PROGRESSION – FOUNDING AND EARLY HISTORY

Iroquois Valley began in 2007 as an active response to the chemical-dependent farming, unhealthy eating, and irresponsible lending that was apparent to co-founders David Miller and Dr. Stephen Rivard in the time leading up to the 2008 financial crisis. 

Our first farm acquisition was in 2007 in Iroquois County, Illinois. In 2008, the same small group of investors that helped purchase our first farm then purchased a second farm in Iroquois County. These 2 farms are Iroquois Valley East and West. Both properties were transitioned from conventional operations to certified organic farms.

IROQUOIS VALLEY TIMELINE OF GROWTH

SCALING A POPULAR MODEL

After establishing a model for raising capital, purchasing land, and partnering with farmers that would transition the farms to organic, we started expanding with the support of new investors and new farmers in different counties and states. 

Effective May 3, 2019, Iroquois Valley REIT received its initial qualification from the SEC to offer its common stock to qualified purchasers in the U.S. under an exemption from registration called Regulation A+ Tier 2. This Offering is part of our third successive 3-year offering through Reg A, Tier 2. As of March 31, 2026, Iroquois Valley has raised total aggregate gross Reg A, Tier 2 offering proceeds of nearly $72,542,440 and has issued over 796,300 shares of our common stock in these successive offerings. As of March 31, 2026, in total Iroquois Valley REIT has approximately 870 stockholders and Iroquois Valley LLC has approximately 210 unique noteholders.

PIPELINE OF NEW OPPORTUNITIES

We do not look for farmland to purchase. Instead, our land acquisition strategy is reactive to the geographic and operational needs of existing and prospective organic farmers. We have become well known in the organic farming community through word-of-mouth, event sponsorship, community networking, our newsletter, and our website. Our track record of building trust and sharing risk with farmers has created a consistent stream of inquiries from independent operators looking for the right source of capital to finance long-term access to land. As a result, we can carefully select advantageous opportunities. It is common for Iroquois Valley to purchase farmland that was previously farmed conventionally and lease it to an organic farmer who will bring the property through an organic transition and obtain USDA Organic certification. Taken together, the result is a sizable portfolio of leases and mortgages that we believe offer attractive risk profiles, good business opportunities, and additional diversification to the portfolio of organic farms.

TARGETING THE “NEXT GENERATION”

We are committed to working with farmers who provide great partnership opportunities but have the most significant needs for access to land. This group is headlined by millennials, the next generation of farm stewards who will be responsible for repairing the agricultural system, producing nutritious food for the growing population, and farming successfully in the face of severe and changing climate. The average age among farmers is 58 years old in the United States.^[6]

Iroquois Valley recognizes that young farmers are essential to the future of our food system and need support, and we are committed to partnering with young operators, particularly as tenants. In our pipeline development efforts, we seek to build relationships with next-generation farmers. Because many young farmers lack equity, access to capital, we believe we can support farmland security through our leases. Leases are a particularly good fit for this demographic because they generally do not require a down payment or initial investment beyond land stewardship.

__________________ 

^[6] https://youngfarmers.org/2024/02/census-of-agriculture/

ACRES PURCHASED FOR YOUNG FARMERS

As of March 31, 2026.

EXPANSION THROUGH MORTGAGES

In 2016, we began to offer intermediate farm mortgages for three primary reasons:

From a diversification standpoint, mortgages enable us to expand our geographic footprint to states that prohibit corporate ownership of farmland, including Iowa, Wisconsin, Minnesota and more. Mortgages allow Iroquois Valley to diversify risk by geography, crop rotation, operator experience, and credit profile.

From a financial standpoint, mortgages offer us a consistent revenue stream in the years directly after acquiring new land. While leasing is essentially 100% financing, mortgages normally require a 25% equity position provided by the borrower.

We anticipate mortgages will remain a minority portion of our total assets. Our board has outlined a strategy and imposed a limit that allows mortgages to comprise only a maximum of 35% of the total assets, with a target of less than 30%. We generally issue loans at 75% loan-to-value or less, which is favorable compared to purchases in which we have 100% asset risk.

OTHER PRODUCTS

From 2019 - 2024 Iroquois Valley offered operating lines of credit (“OLCs”) to organic farmers. Farmers rely heavily on sources of working capital to fund their operations. However, we eventually determined that OLCs are less appropriate for REIT entities than other structures and other providers are available and better positioned to offer OLCs. As a result, we will only issue OLC in limited circumstances.

Iroquois Valley has three OLCs outstanding and currently range from 0-1 year, are tied to a borrowing base, and accrue interest. The loans are, for the most part, secured by crop insurance, inventory, and/or real estate. Farmers were required to complete a holistic underwriting process that took the financial health of the business into consideration as well as conservation practices, potential opportunities within the particular ecosystem, and social impact. This product comprises less than 1% of our total portfolio by value.

B) THE PORTFOLIO

ACTIVE RISK MANAGEMENT STRATEGY

Risk is inherent in farming, and as result, in any farmland investment. Drought, flood, pest infestation, weed pressure, market dynamics, and changing consumer preferences are just some of the challenges associated with maintaining a profitable organic farm. We take an operational approach to risk management. We believe that diversity across a variety of categories is key to mitigating these risks.

TENANTS AND BORROWERS

We review a constant stream of inquiries from farmers across the country looking to gain access to farmland. As a result, current and pending partnerships represent a variety of demographics, personalities, experience levels, management techniques, and areas of expertise. We actively manage asset exposure to any given farmer. As of March 31, 2026, we were working with 66 farmers with the largest exposure to any given farmer representing 6.5% of invested assets.

To further mitigate risk, we work with experienced operators. Our “bread and butter” farmer comes from a multigenerational farm family including many of our young farmers. The average generational legacy of our farmers is more than three generations. This means that oftentimes the families have been operating in the same area for 60 to 80 years. When we do work with first- or second-generation farmers, we often seek additional protections in our investments and make sure the farmer has a support system similar to that of multigenerational families.

FARMER BY GENERATION

As of March 31, 2026. Data reported only for those farmers that voluntarily disclosed their generation experience.

FARMS

We execute a strategy that procures specific pieces of land for farmers through a series of incremental acquisitions. These farms are most frequently additive to the farmer’s existing operation. The resulting portfolio, as of the date of this Offering Circular, includes 123 active farmland investments (including farms, mortgages, and lines of credit) with unique natural and geographic characteristics. We prefer to grow one purchase at a time, even diversifying within specific farmer relationships through subsequent, small-scale acquisitions. As of March 31, 2026, approximately 66% of our purchases represent investments for farmers that we have worked with in the past.

NUMBER OF FARMLAND INVESTMENTS ⁽¹⁾

REPEAT INVESTMENTS WITH FARMERS

As of March 31, 2026

GEOGRAPHY

Our portfolio is geographically diverse within the Midwest United States, offering investors some protection against the challenges that can befall a single agricultural region in any given year, including weather, pests, disease, and regional market price dynamics. Although we may expand to new counties or states in the future, geographic expansion is not in itself a priority for Iroquois Valley at this time. Instead, we intend to continue to serve many farmers in the Midwest and certain other geographic hubs where we have existing relationships, confidence in supporting infrastructure (including financing, processing and transportation), and experience that informs our due diligence and allows us to best support promising farmers.

ASSET VALUE EXPOSURE BY STATE

As of March 31, 2026

FARM OPERATIONS

Our management team performs extensive diligence on potential farmers and ranchers to confirm that they represent a reasonable risk as borrowers or tenants. After a deal closes, we have a “hands off” approach to farm operations, encouraging farmers to manage their businesses as they see fit. As a result, we are able to celebrate new partnerships that add variety to the management practices being used throughout the farm portfolio. Although USDA organic standards are uniform, there are many different on-farm techniques that can achieve and surpass these standards, including use of cover crops and intercropping, till or no-till, length of crop rotation, holistic grazing and pasture management, and more. By investing in farmers that use a variety of methods, we mitigate the risk of any one management practice underperforming in any given year, while empowering farmers to create systems that are sustainable and successful for their operation’s needs.

While not directly involved in operations, we do develop strong relationships with our farmer tenants and borrowers. We follow each farmer’s development and progress with both formal and informal communication. This includes in-person meetings, phone calls, electronic communication, and formal reports. Under some of our leases, the tenants are required to provide annual production reports. These are reviewed to assess whether any variable rent is due (if applicable for the lease). On our mortgage loan investments, we have annual (and sometimes semi-annual) financial reporting requirements. We generally do not require tax returns or updated business plans from our tenants and borrowers, although those are occasionally provided for review. The regular communication and materials allow us to evaluate credit quality and risks on an ongoing basis.

PRODUCTION MIX

Many of our farmers produce organic row crops like corn, soybeans, and wheat. As the opportunities with farmers in new regions have expanded, crop selection on our farms has broadened to include dairy, pastured meats, heirloom grains, legumes, and cereals. Some farmers are expanding within their production category, for example by planting specialty corn and bean varieties. The expansion of crop production options is attributable to the growing demand for more organic food. Management expects this trend to continue. Moving forward, we will continue to look for the right opportunities to add more variety to the organic production mix.

PRODUCTION MIX

As of March 31, 2026

ASSET CLASS

As of the date of this Offering Circular we have a portfolio of 123 farmland investments, including farms, mortgages, and lines of credit. The biggest investment class of the portfolio is owned farmland, with 78 farms owned as of the date of this Offering Circular with 13 successful divestitures since Iroquois Valley’s inception. As of the date of this Offering Circular, we have a total of 39 mortgage loan investments in the current portfolio, as well as 4 operating lines of credit (including one term loan). Operating lines of credit comprise less than 1% of our total portfolio by value.

INVESTMENT MIX

SECTION 6: IMPACT

Iroquois Valley focuses on organic agriculture that positively impacts the health and sustainability of food systems, farming communities, and the environment. Additionally, we support independent farms and help them successfully transition into the next generation of sustainable farmers. The following is a breakdown of our ongoing activities specifically targeting social, environmental, and financial returns.

A) OUR VISION

Iroquois Valley has adopted corporate ownership as the most generationally focused, indefinitely scalable, and democratically governed structure suitable to our vision:

An agricultural system transformed through land stewardship, rooted in organic farmland, for the health of people, communities, and our planet.

B) PUBLIC BENEFIT CORPORATION

To further cement our commitment to triple bottom line impact, Iroquois Valley REIT has incorporated as a Delaware public benefit corporation. As a PBC we conduct business that balances the interests of the shareholders with our public benefits. As stated in our Certificate of Incorporation, our specific public benefit is enabling healthy food production, soil restoration, and water quality improvements through the establishment of secure and sustainable farmland access tenures. Delaware law requires that, among other things, we must regularly report on our beneficial objectives and progress towards achieving or supporting them, as discussed below in Impact Reporting.

C) IMPACT REPORTING

Iroquois Valley believes impact measurement and assessment is essential to our work. We internally measure and report on our impact through both impact reports and public benefit reports. We have engaged with third-party impact assessors who independently verify and evaluate practices and outcomes. Iroquois Valley is committed to transparency through rigorous independent evaluation of its work.

B Lab, the non-profit that manages the B Corp Certification, conducts impact assessments every 3 years, evaluating practices in five stakeholder categories: governance, workers, community, environment, and customers. The B Lab assessment is dynamic and evolves so that every recertification includes additional considerations. Iroquois Valley completed its fifth recertification in 2025.

SECTION 7: PORTFOLIO DETAIL

Owned Farmland

Location and General Character of Owned Farmland:

As of the date of this Offering Circular, Iroquois Valley owns 78 farms across 10 states. Approximately 77% of our owned farmland acreage is certified organic with the remainder in transition to organic.

No single farm exceeds 10% of our total assets, nor do revenues from a single farm exceed 10% of our total revenues. In some cases, a single farmer or family may lease multiple farms from Iroquois Valley. As of March 31, 2026, our top 3 farm families (2 of which operate in Illinois and 1 of which operates in Indiana) operate on a combined total of 2,889 acres and their lease payments make up a combined total of approximately 26% of our annual rental revenue. In Fiscal Year 2025, rental income comprised approximately 53% of our total revenues compared to 64% in 2024.

Nature to Title and Encumbrances:

Title to nearly all our farms was acquired and is held in fee simple, with triple net leases to our farmers (described further below). However, for one farm in Montana, the fee simple is held by a subsidiary LLC. Iroquois Valley is the sole managing member of the LLC. Two private investors have held the remaining 16% of the membership interests. However, Iroquois Valley exercised its right to call the private investors’ interests in early 2026. The company will return the investors’ capital (and appreciation) and will own 100% of the Montana farm.

For all our leased farm properties, all acreage is leased to the farmers stewarding the land.

As of December 31, 2026, only 2 of our farms are subject to mortgage liens. None of our other properties are subject to any material mortgages, liens, or other encumbrances.

Principal Lease Terms:

Some of our leases are triple net leases. Most of our leases have an initial 3-year term with automatic 3-year renewals.

Our leases executed with row crop farmers provide for rent based on the soil quality of the land. The rent is adjusted for updates to the regional benchmarks every 3 years.

While we do not structure formal purchase options on our farms, we do have a policy of allowing farmers to purchase a farm any time after they have leased from us for at least 6 full years. However, the Company has discretion to allow any farmer to purchase all or any of their farm at any time or deny the farmer the option to purchase the farm.

Future Rental Payments

The following table presents future minimum base rental cash payments due to the Company from existing leases over the next five calendar years as of the date of March 31, 2026. These numbers assume that all current leases end at their current term and are not automatically renewed:

⁽¹⁾ Includes rent already collected January 1, 2026 – May 1, 2026

Capital Improvements on Our Properties – Drainage

From time-to-time we fund drainage tile installation projects on farms that experience flooding. These projects can range in cost from several thousand dollars to over $100,000, depending primarily on acreage improved, and to a lesser extent on the specific tile plan (including, for example, the size and spacing of tile and the complexity of layout). In recent years, tiling projects have cost between $800 -$1,200 per acre.

The Company typically funds these improvements with available cash or by accessing its lines of credit. The investment for these projects is partially recouped through higher rents charged to the properties’ farmers. We also believe that adding drainage tile increases the value of the property.

Insurance

The Company carries comprehensive liability and fire insurance covering all the properties in its portfolio, in addition to other coverage that may be appropriate for certain of its properties. Additionally, the Company carries a directors and officers liability insurance policy that covers such claims made against the Company and its directors and officers. The Company believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage, and industry practice; however, its insurance coverage may not be sufficient to fully cover its losses.

Mortgage Loans

The average interest rate for our mortgage loan investments is currently 6.22%. The following table provides an overview of the mortgage loan investments made by us and held as assets in our portfolio as of March 31, 2026.

Our two largest mortgage investments comprise a total of approximately 27% of our total mortgage financings (16% and 11% respectively). Our largest financing, of Diamond E. Ranch in Arizona, represents 16% of our total mortgages in principal value. However, 50% of that principal has been sold as a participation to an aligned partner organization, DIRT Capital, substantially reducing our exposure.

Future Mortgage Payments

The following table presents future mortgage payments (including principal and interest) due to Iroquois Valley over the next ten calendar years and thereafter as of May 1, 2026:

* 2026 reflects remaining payments expected from June 1, 2026 to December 31, 2026. 

Operating Lines of Credit

The following table provides an overview of the operating line of credit investments made by us and held as assets in our portfolio as of May 1, 2026.

Prospective Acquisitions

We anticipate using these offering proceeds to primarily purchase farmland and to provide mortgages. Our track record of building trust and sharing risk with farmers has created a consistent stream of inquiries from independent operators looking for the right source of capital to finance long-term access to land. We have become well known in the organic farming community through word-of-mouth, event sponsorship, community networking, our newsletter, and our website. As a result, we can carefully select advantageous opportunities. We believe we could spend $50-$100 million per year on organic farmland investments over the next 2 years with sufficient capital support.

As of the date of this Offering, several prospective acquisitions are progressing through our evaluation process. These transactions will be funded through a mix of capital raised from this Offering, our unsecured impact investment notes, cash on our balance sheet and bank financing. The following table provides an overview of our probable prospective acquisitions as of March 31 2026:

Competition

We believe that we have very few direct competitors—investment entities focused on supporting independent organic farmers. Indirectly, we compete with a variety of REITs and funds focused on agricultural investments. These competitors often have substantially greater financial and other resources than we have and may have substantially more operating experience than either us or our management team. They also may enjoy significant competitive advantages that result from, among other things, a lower cost of capital. Two public REITs, Gladstone Land Corporation (LAND) and Farmland Partners Inc. (FPI), are notably focused on agricultural investments, but without an organic focus. We view these public farmland REITs as indirect competition given our focus on organic operations.

In addition to the public companies, the management team knows of several private investment entities focused on agriculture finance, including in some cases supporting organic or regenerative farmers. Some of these entities prioritize operating lines of credit and similar loan products, allowing us to reduce our exposure to that product while feeling confident that our farmer could access the financing they needed from aligned lenders. There may also be private individuals or entities that we are unaware of competing with us for suitable acquisitions. Because the demand for farmer-friendly organic and regenerative financing still exceeds the supply of capital, we believe many of these private funds are likely to serve as mission-aligned collaborators rather than competitors. We may enter a co-lending transaction with some of these mission-aligned entities, with the hope of leveraging such relationships to support more and larger projects while still meeting our underwriting standards for risk and diversification.

For our leased properties, our acquisition strategy has resulted in what we believe is a low vacancy rate (discussed in “Tenant Delinquencies and Related Matters,” below). We do not look for farmland to purchase. Instead, our land acquisition strategy is reactive to the geographic and operational needs of existing and prospective organic farmers. Accordingly, it is common for Iroquois Valley to purchase conventional farmland identified for us by a prospective organic farmer tenant, and then promptly lease that property to the organic farmer who will bring the property through an organic transition and obtain USDA Organic certification. In other circumstances, we will acquire a property that is already certified organic or undergoing transition and keep the same tenant farm team on land they have been tending for generations.

TENANT DELINQUENCIES AND RELATED MATTERS

If a current tenant is unable to pay, lease restructuring and/or additional investment in the farm (e.g., drainage, storage, fencing, soil amendments) are considered where those adjustments may be sufficient to retain the tenant. Declaring a default and re-leasing to another organic farmer is undertaken as the next level of resolution. Sale of a farm is the final option where no other better option has been successful.

Historical Vacancies. It is our policy to keep all farms leased on long-term, renewable contracts. Our leasing cycle typically starts on April 1^st of each year, so to assess vacancies we look back at the 12 months prior to April 1^st of a given year. If a farm was not under lease during the lookback window and we do not have a fully executed lease contract on April 1st then it is considered a vacant farm. Since 2020, we have had only 2 vacancies extending over a 12-month period, and as of March 31, 2026, have no vacancies.

Reserves and Past Due Accounts Receivable. As of December 31, 2025, we had four tenants with past-due rents that are deemed at high-risk of collection (categorized as default). We are actively working with these tenants to resolve past-due amounts. Additionally, we had one tenant past-due with moderate collection risk (categorized as at-risk). The Company estimates that accounts receivable of $17,173 as of December 31, 2025 will not be collected. Collection of all remaining lease-related receivables is probable. Although we believe that we will be able to achieve a resolution to mitigate the loss of revenue with all past-due amounts, there is a possibility that we will recognize significant losses of revenue with respect to these tenants.

Most of our leases are structured as semi-annual payments. Frequently, we will allow for deferment of the mid-year and year-end payment to allow for proceeds from the sale of the year’s harvest to cover rent. Our experience has been that this type of past due receivable is fully collectible. Note that if there are any variable rent payments, they are not due until production is sold.

Mortgages with a 90+ day delinquency represent approximately 7.8% of the Company asset base. This percentage is higher than in past years.

BORROWER DELINQUENCIES AND RELATED MATTERS

Loan Loss Reserves

The Company utilizes an internal risk rating system to evaluate credit risk. Credit risk ratings are based on current financial information, comparison against industry averages, collateral coverage, historical payment experience, and current economic trends. The Company uses the following definitions for credit risk ratings:

The following table summarizes the credit risk profile of the Company’s mortgage notes receivable and operating lines of credit receivable as of December 31, 2025 and 2024:

Summary of Mortgage Notes Receivable as of December 31, 2025 and 2024

Summary of Operating Lines of Credit as of December 31, 2025 and 2024

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

See the linked sections below for Management’s Discussion and Analysis of Financial Conditions and Results of Operations for the year ending December 31, 2025, covered by our most recent Annual Report on Form 1-K, which information is hereby incorporated by reference into this Offering Circular.

DIRECTORS AND OFFICERS

BOARD OF DIRECTORS

Co-Founder and former CEO and Director David E. Miller is an Emeritus Director on our board, a non-voting position.

Our board of directors has business, finance, farming, advocacy, and health care expertise. Biographical information for our board of directors is set forth further below.

As of the date of this Offering Circular, our board of directors consists of 9 individuals who are typically elected to 3-year terms, with term lengths determined prior to the time of election. There are currently no vacancies on our board. The size of the board may range from 5-9 directors, and will be reduced to 7 directors on May 13, 2026 when Mr. Lau and Mr. Mantoan retire from the board at the end of their current terms. Directors are elected by shareholders at each annual meeting. If a vacancy arises, whether resulting from a departure of a director or creation of a new seat on the board, our Bylaws provide that the board, acting by a majority of the directors then in office, may appoint a new director who shall hold office until the next annual election of directors and until their successor is duly elected and qualified. Any director, or the entire board of directors, may be removed from office at any time with or without cause by the affirmative vote of the shareholders holding at least 66% of the voting power of all the shares of common stock of Iroquois Valley REIT then entitled to vote generally in the election of directors.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The board is responsible for managing the business and affairs of Iroquois Valley. The board is authorized, to the full extent of the law, the Certificate of Incorporation, and the Bylaws to exercise all such powers and do all such acts as may be done by Iroquois Valley REIT. This includes (but is not limited to) all such powers and acts of Iroquois Valley REIT in its capacity as manager of Iroquois Valley LLC. In addition, the board appoints and oversees the officers of Iroquois Valley REIT, Iroquois Valley TRS, and Iroquois Valley LLC.

COMMITTEES OF THE BOARD OF DIRECTORS

The board may delegate many of its powers to one or more committees. Currently, we have three committees: (1) Finance Committee; (2) Governance & Board Development Committee; and (3) Farm Impact & Stewardship Committee.

The board from time to time may form committees to accomplish a specific task. Upon completion of the task, the committee is typically disbanded. Additionally, the board may establish new standing committees at any time, in their discretion.

The Governance & Board Development Committee, chaired by Dorothy D. Burlin, performs similar functions to a compensation committee, among other responsibilities. The committee is advisory to the board of directors. The committee carefully reviews and considers matters under its purview, including compensation, and makes recommendations to the board for approval.

The Finance Committee, currently chaired by Joseph A. Mantoan through May 12, 2026, meets regularly with the Company’s independent auditors in order to establish a direct line of communication for the board. Beginning May 12, 2026, Mr. Jeffrey Anderson will serve as the Chair of the Finance Committee. The Finance Committee reviews the audit and comments to the Company from the auditors prior to the board’s review and makes a recommendation to the board prior to considering full board approval of the audit.

The Farm Impact & Stewardship Committee, chaired by Ms. Olivia Watkins, oversees the Company’s investment activities, including reviewing portfolio and pipeline alignment with strategic and impact goals. This committee also reviews and makes recommendations to the board relating to prospective investments or sales that exceed the authority delegated to management. The Farm Impact & Stewardship Committee also plays an essential role in assessing and furthering the Company’s broader impact objectives, for example by reviewing and supervising benefit and impact assessment and reporting by the Company.

EXECUTIVE MANAGEMENT TEAM

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES AND SERVICE PROVIDERS

We treat the production of healthy foods on living soils as an ongoing business, not as a fund or specialized trading operation. We believe that our management’s extensive corporate experience is appropriately applied to managing risk factors and strategic planning for a growing industry that has few models to follow. Our management team actively manages the business for geographic, tenant, production, and overall capital diversification.

The tables below outline the officers for Iroquois Valley REIT and Iroquois Valley TRS and the officers and significant employees of Iroquois Valley LLC. Generally, all Iroquois Valley staff are hired by our operating company, Iroquois Valley LLC. Following the tables, biographies are provided for all the individuals listed.

Biographies of our board of directors, executive officers, and significant employees are as follows:

BOARD OF DIRECTORS

Dr. Anna Jones-Crabtree, Chairperson

Dr. Jones-Crabtree and her husband Doug own and manage Vilicus Farms, a first generation, organic, 13,000-acre dryland crop farm in Northern Hill County, Montana growing a diverse array of organic heirloom and specialty grain, pulse, oilseed and broadleaf crops under five and seven-year rotations. In thirteen seasons, Vilicus Farms grew from 1,280 acres to be a nationally recognized farm by using USDA’s beginning farmer programs, employing extensive conservation practices, and fostering unique risk sharing relationships with food companies and land investment firms. With over 26% of their land in non-crop conservation and 400 acres seeded to native pollinator habitat Vilicus Farms became Bee Better certified in 2019, Real Organic Project Certified in 2019, and has been transitioning towards Demeter Biodynamic certification.

Dr. Jones-Crabtree is a Donella Meadows Leadership Fellow and a recipient of the White House Greening Government Sustainability Hero Award. She holds a Ph.D. in Civil and Environmental Engineering with a minor in Sustainable Systems from Georgia Institute of Technology. Dr. Jones-Crabtree served on the USDA Secretary’s Advisory Council on Beginning Farmers & Ranchers, and currently serves on the Xerces Society Bee Better Advisory Board.  Anna recently retired after a 33 year career with the USDA Forest Service.

Anna and Doug, and their three Jack Russell Terriers are avid members of the Lentil Underground (http://lentilunderground.com/).

Stephen P. Rivard, M.D., Co-Founder

Dr. Rivard earned his undergraduate and medical degrees from Loyola University of Chicago. He began a practice in the newest medical specialty at the time – emergency medicine. After thirty years, and having raised two children, he changed careers and founded Illinois Vein Specialists in Illinois in 2008, another growing medical specialty business. He also began diversifying his investments to focus on health and organic farmland. His interest in organic farming goes beyond profit. It also includes the mission of creating a more socially conscious and sustainable future for his children. Dr. Rivard is now conducting outreach with other physicians and health care professionals to bring attention to the varied health illnesses associated with the current food production system. Specifically, he is concerned about the growth of diabetes, food allergies and various cancer incidences that may be associated with food choices and agricultural production systems.

Dr. Rivard is a co-founder of Iroquois Valley and served as Chairperson of its Board of Directors until 2023.

Jeffrey Anderson

Mr. Anderson is a fifth-generation farmer (second generation organic farmer) in Northern Illinois and former accountant/auditor. He was raised on a 450-acre Illinois cattle farm that was converted to organic grain farming by his father in 1998. From 2012 to 2014, Mr. Anderson transitioned ownership and management of the farming operation from his father. In 2014, he became an Iroquois Valley tenant and is currently leasing five Iroquois Valley farms. Today, he and his business partner farm 6,000 acres organically throughout five counties in various rotations of corn, soybeans, wheat and oats.

From 2003 to 2024, Mr. Anderson worked in many fields of audit/accounting including public accounting, financial statement audit, internal controls and due diligence, most recently as the Director, Internal Audit for Navistar, Inc., where he led a team of internal audit professionals through annual risk assessments and internal audits.

Mr. Anderson and his wife Katherine have two daughters and a son and reside in North Aurora, IL. He is treasurer of the Board of his local youth baseball association. His academic credentials include a BS Accounting and MS Accounting from Northern Illinois University. 

Dorothy D (“D.D.”) Burlin

Ms. Burlin currently serves as the chair of the Iroquois Valley Governance Committee. She is an advocate for sustainable, organic, and regeneratively grown foods. DD co-founded the angel investor group Sustainable Local Food Investment Group (SLoFIG), and was an early investor in Two Roads Farm, LLC which was ultimately merged into Iroquois Valley Farms in 2014. She began her career as a criminal defense attorney practicing in state and federal courts in Missouri and Illinois.

DD graduated from Dartmouth College (BA) and Georgetown University (JD).

Ms. Burlin serves as the Board Chair of the American Youth Foundation and also serves on the Board of Canopy Farm Management, LLC.

Ms. Burlin and her husband Johannes reside in Chicago, Illinois and also own a farm near Reeseville, Wisconsin.

Ingrid Dyott

Ms. Dyott spent her entire career in sustainable investing, building a strong franchise at Neuberger Berman over 25 years. She was a Senior Portfolio Manager and co-head of Neuberger Berman Sustainable Equity team. Ms. Dyott is now an independent trustee of Impax Asset Management Funds.  She is an adjunct professor at Columbia University’s School of International and Public Affairs and an active participant of Columbia’s Sustainable Investing Research Institute. She currently serves as Board Chair for Arbor Rising, a non-profit funding and supporting promising social entrepreneurs. She is a board member of the Lily Auchincloss Foundation; an organization focused on supporting NYC nonprofits improving the lives of all New Yorkers.
 
Ms. Dyott earned an MBA from Columbia University and a BA from Bowdoin College. She lives with her family in New York and enjoys spending time outdoors.

Arnold Lau

Mr. Lau served as the Company’s Chief Administrative Officer (and previously its Chief Operating Officer) until 2023. He is also a private investor and independent securities trader. Born and raised in Honolulu, Hawaii, he earned his BA from Lawrence University, and an MBA from Northwestern University. He was previously a member of the Chicago Board Options Exchange from 1983 until 1999, and a member of the Chicago Board of Trade from 1985 until 2007. He is a life member of the Sierra Club and the Nature Conservancy. Mr. Lau has been an investor in Iroquois Valley or its precursors (Two Roads Farm LLC, Shelby County, Illinois) since 2009, a member of the Board since 2012, and served as Corporate Secretary from 2015-2021. He is 1 of the 9 original directors of the Company.

Joseph A. Mantoan

Mr. Mantoan was raised on his immigrant grandparents’ large-scale vegetable farm in Kankakee County Illinois. There he developed a lifelong love and connection to the natural world and an appreciation and joy for family farmers and healthy communities.

Mr. Mantoan joined the multinational consulting firm Accenture in 1976 and served almost 30 years in various North American and International leadership roles. In 2004, he returned to his roots and began to work in farmland preservation and became an advocate for ecological farming. He received his BA and MA in Accounting from the University of Illinois.

Mr. Mantoan formerly served as Chairman of the Board of Healing Soils Foundation, and currently holds various leadership roles at non-profit organizations including Wellspring Organic Farms, Riveredge Nature Center, and Cedar Lakes Conservation Foundation. He has been a member of the Board of Directors of Iroquois Valley Farmland REIT since 2019.

Mr. Mantoan and his wife, Laura, own 200 acres of certified organic farmland in Washington County, Wisconsin. Since 2010, the farm has been managed by his son, based on rotational grazing and a permaculture keyline water system design. Several conservation and educational workshops have been conducted at the farm over the years. Mr. Mantoan resides in Whitefish Bay, Wisconsin.

Olivia Watkins

Olivia Watkins (she/her) is Co-Founder and President of Black Farmer Fund, a community-governed investment fund supporting Black farmers and food businesses across the Northeast. She serves on the Board of Iroquois Valley Farmland REIT and is co-recipient of the 2023 James Beard Humanitarian of the Year Award. Olivia’s work focuses on creating equitable access to capital and land for farmers and food businesses building regenerative food systems.

Olivia holds an MBA in Financial Management from North Carolina State University and a BA in Environmental Biology from Barnard College, Columbia University. She brings deep expertise in impact investing, agricultural finance, and building equitable pathways for farmers to access the resources they need to steward land and build thriving food businesses.

Christopher Zuehlsdorff, Chief Executive Officer

Chris serves as Chief Executive Officer at Iroquois Valley, where he combines his investment management experience and agricultural background in support of the strategic vision of the organization.. Prior to joining Iroquois Valley, Chris was Senior Managing Director and Co-Head of Global Investments at EnTrust Global, an alternative investment firm based in New York. He was a member of the Management Committee and the Global Investment Committee. As a senior investment professional, Chris covered most asset classes and investment strategies across both public and private markets.

Chris grew up on a family dairy farm in Minnesota and maintained an interest in food and agriculture throughout his career. Since 2016, Chris has been a board member at The Glynwood Center for Regional Food and Farming, a non-profit organization supporting regional food and farming in New York’s Hudson Valley.

Chris graduated with an MBA in Finance and Accounting from Carnegie Mellon University in 2003 and a BA in Economics and Mathematics from Saint Olaf College in 1998. He is a CFA® Charterholder.

David E. Miller, Co-Founder and Emeritus Director

After a 30-year career in corporate finance and real estate, Mr. Miller returned to his native Illinois landscape in 2005 by purchasing a 10-acre farm from a family estate of his relatives. Keeping the farm in the family, he reconnected with local relatives and friends farming organically. In 2007, he co-founded Iroquois Valley Farms LLC to enable a new generation of farmers and investors to support healthy food production.

Prior to developing sustainable farmland ventures, Mr. Miller held executive positions at Bank of America, Santa Fe Southern Pacific, and First Chicago Corporation, which involved the management and oversight of real estate and capital equipment leasing portfolios. In 2008 he formed Working Farms Capital, an entity seeding new ventures in sustainable agriculture while providing transitional farm management services.

Mr. Miller is a 1975 graduate of Loyola University of Chicago and a 1978 graduate of Columbia University’s Graduate School of Business. Mr. Miller views education as the primary key to changing the health and economics of current food production systems. Mr. Miller is a founding member of the advisory board for Loyola University’s Institute of Environmental Sustainability and is a recipient of the Institute’s first Damen Award, recognizing his services related to positive environmental change. He continues to restore his small organic farm in Iroquois County, a family heritage since 1875, now being transitioned to native prairie and permaculture production.

Mr. Miller is a co-founder of Iroquois Valley and served as its Chief Executive Officer until 2021. Miller is currently an Emeritus Director on our board of directors, a non-voting position.

Executive Officers and Significant Employees

Chris Zuehlsdorff, Chief Executive Officer

Biography included in Board of Directors section above.

Donna Holmes, Managing Director, Investor Relations

Ms. Holmes joined Iroquois Valley in 2021 and leads efforts to share the Company’s vision and investment strategy with current and prospective investors. With a background in law and finance and a strong passion for organic agriculture, she focuses on expanding the investor base and cultivating a community of like-minded, values-driven investors. She is deeply committed to Iroquois Valley’s triple-bottom-line approach, working to achieve social, environmental, and financial returns. Ms. Holmes has also served as the Company’s Corporate Secretary since 2021.

Prior to joining Iroquois Valley, Ms. Holmes held business development and investor relations roles at three alternative asset management firms. Earlier in her career, she practiced law, specializing in tax and ERISA matters.

Ms. Holmes earned a Bachelor of Science in Accounting and a Juris Doctor from Syracuse University, College of Law, and a Master of Laws in Taxation from New York University. She is a CAIA Charterholder and an FSA Level I Certificate Holder. Ms. Holmes is a member of the Board of Directors of the Organic Farming Research Foundation.

Ayssa Scher, Vice President, Finance and Administration

As the VP of Finance & Administration, Alyssa focuses on the financial viability and structure of all potential lending opportunities. She loves that her position helps create pathways for farmers and their families to live out their dreams and mission. Prior to joining Iroquois Valley in 2020 as an Underwriter, Alyssa worked in the tax and accounting field; specializing in tax preparation, bookkeeping and succession planning for farming operations. Alyssa holds a BS in Accounting from Ball State University. She resides in Northeast Indiana with her husband and four children where they are an active part of their family’s 4^th generation farm. 

Nora Chovanec, Vice President, Marketing and Communications

As the VP of Marketing & Communications at Iroquois Valley, Nora focuses on showcasing the stories and impact of our dedicated farmers, who cultivate organic practices that enrich our natural world.

As an award-winning creative director, marketing specialist, and multidisciplinary designer, she brings expertise honed across diverse sectors including environmental conservation, LGBTQ+ advocacy, health equity, and food systems. Previously, Nora served as a Creative Director at the digital agency Threespot, worked as a Designer + Researcher for Maya Lin’s environmental memorial “What Is Missing?”, held the role of Deputy Director of Texas Farmers’ Markets, and built a diverse freelance portfolio of impactful multimedia stories for organizations across the U.S. and abroad.

Nora completed the five-year combined-degree program at Tufts University and the School of the Museum of Fine Arts, Boston, earning a BFA in Fine Art and BA in International Women’s Studies with Honos Civicus distinction. Originally from Oregon, she presently resides in Los Ranchos de Albuquerque, NM, with her husband, their cherished cat Pamuk, and a plethora of pollinators in their native garden patch.

Drew Blankenbaker, Vice President, Farmer Relations

As the VP of Farmer Relations at Iroquois Valley, Drew works directly with farmers focused on organic crop systems and ensures that they have the means to invest in their soil and business operations for the long-term. He has spent the last two decades actively engaged in agriculture and rural community development, from running a diversified vegetable and livestock operation to leading coalitions and collaboratives focused on restoring access to farmland, rebuilding agriculture’s missing middle, and revitalizing regional food economies. He is most passionate about inspiring and developing the audacious farmers and food system leaders of tomorrow. In addition to his work at Iroquois Valley, Drew serves his community as a school board trustee and holds leadership roles for various land use boards and commissions. Drew received his Master’s in Public Administration from the University of Idaho and a Bachelor of Arts in Environmental Studies from the University of Montana. When not touring the partner farms of Iroquois Valley, Drew can be found skiing, running backcountry trails, or paddling the rivers and lakes of western Montana with his family.

MANAGEMENT COMPENSATION

BOARD COMPENSATION

Members of the Iroquois Valley REIT board who are not employees are entitled to receive a stipend and stock grants for their service as directors, subject to the Non-Employee Director Compensation Policy, most recently amended on December 13, 2023. Directors who are also employees or contractors of the Company are typically paid for their work as employees or contractors, as applicable, but are not additionally compensated for their service as directors.

Compensation paid to Non-Employee Directors for the years ending December 31, 2025 and December 31, 2024 is listed below.

_____________________  

¹ Received 42.9479 shares as part of their 2025 compensation under the terms of the Company’s Director Compensation Policy. The fair value of the equity award was computed in accordance with ASC Topic 718, based on the Company’s stock price and the probable outcome of the service conditions as of the grant date. The awards vest upon the earlier of the anniversary of the grant date or the date of the next annual meeting of stockholders. The Company assumes all directors will complete 6 months of board service required for the award to vest.

2. Eligible directors received $20.19 in dividends in 2025 attributable to the equity awards granted to them in this year.

2024