Nuveen Farmland REIT: NAV $20.01, First Farms Cost $5,625 an Acre

What the fund is, and why almost nothing has been written about it

Nuveen Farmland REIT is not a listed farmland REIT like Farmland Partners or Gladstone Land, and it is not a crowdfunding platform like AcreTrader or FarmTogether. It is a private, NAV-based, perpetual-life REIT. The 10-Q says it was "formed on July 21, 2025 as a Maryland statutory trust", that its sponsor is Nuveen, LLC, "a wholly owned subsidiary of Teachers Insurance and Annuity Association of America", and that it is "externally managed by Nuveen Farmland Advisors, LLC". It is offering "up to $3.0 billion" of shares, to accredited investors only (the Form D shows no non-accredited investors).

It registered under the Exchange Act with a Form 10 in September 2025, so it files 10-Qs and 8-Ks even though the shares are privately placed. For most of 2026 there was nothing to read: at June 30, 2026 the balance sheet showed total assets of $1 thousand, and the 10-Q said the fund "had neither purchased nor contracted to purchase any investments". The first money arrived on September 1 and the first farms on September 24. That is why a search for the fund finds the 10-12G registration and a couple of trade-press launch stories, and no one has yet put the purchase prices next to the fees and the exit rules.

It is a different vehicle from the sponsor's other real estate REIT, which we cover in our Nuveen Global Cities REIT review. Nuveen Global Cities and Nuveen Farmland share a sponsor and one independent trustee, and nothing else on this page applies across the two.

The two farms, acre by acre

The September 30, 2026 8-K (Item 2.01) reports two purchases dated September 24, 2026, each "consummated substantially concurrently with the execution" of its agreement and "financed using proceeds from the Company's continuous private offering". The purchase agreements (Exhibits 10.1 and 10.2) add the county and the tillable acreage.

Sources: Form 8-K, accession 0001628280-26-063940, Item 2.01 and Exhibits 10.1 (Illinois) and 10.2 (Mississippi). Per-acre prices divide the purchase price by the acres in the agreements.

Three things the filing does and does not say:

• It does not give a rent, a tenant or a crop. Both agreements list the leases on a schedule that is not in the exhibit, and the 8-K says the audited property financial statements "will be filed in accordance with Rule 3-14 of Regulation S-X under cover of Form 8-K/A" within 71 days of the latest date the 8-K could have been filed. By our arithmetic (September 30 plus 71 days) that is December 10, 2026. Until then there is no income figure for either farm, so no yield can be computed from filings.
• It does not say the sellers are Nuveen affiliates, but the paper points that way. The 10-Q says the fund "may acquire one or more initial assets (the 'Initial Portfolio') from a subsidiary of TIAA". The Mississippi agreement gives the seller's notice address in Memphis with a copy to Nuveen Natural Capital, LLC. Nuveen's own risk factors warn that a price paid to an affiliate "may be higher or lower" than an arm's-length price (Form 10-K). The 8-K names no appraisal. We treat the seller relationship as likely but not confirmed.
• Recourse is thin. The sellers' representations survive 12 months, the maximum liability for a breach is 3% of the price (about $563,490 in Mississippi and $55,279 in Illinois, our arithmetic), and no claim counts unless the claims total more than $25,000. Fraud or willful misconduct lifts the cap.

How the price compares with USDA

The USDA's July 2026 Land Values Summary publishes state averages. They are averages of all cropland, not a comparable sale, and the REIT's price also buys "improvements" the agreements list, such as irrigation equipment, pumps and water wells. We show the comparison because it is the only independent yardstick in the public record.

Source: USDA NASS, Land Values 2026 Summary (July 2026), cropland and farm real estate tables; REIT figures from the 8-K and Exhibits 10.1 and 10.2. The Summary's Illinois rows show a single cropland value.

A premium to the state average is not a mistake by itself: a farm bought as a block with irrigation and a lease in place can be worth more than the average parcel, and USDA's survey is a July snapshot of farm operators' opinions. What the premium does mean is that the starting NAV rests on the buyer's own cost, which brings us to valuation.

NAV: why $20.01 is not yet a return

The 8-K filed October 23, 2026 reports NAV per share at September 30, 2026, which "represents the transaction price for subscriptions that will be accepted as of November 1, 2026":

Sources: Form 8-K, October 23, 2026, accession 0001628280-26-067015, Item 8.01; Form 8-K, September 4, 2026, accession 0000930413-26-002844, Item 3.02.

Why the NAV sits within a cent of the issue price, from the Form 10-K: "our agricultural properties will initially be valued at cost, which we expect to represent fair value at that time". Each property is then "appraised by an Appraisal Firm on a rolling basis at least twice per year", and a new investment is "internally valued by the Advisor" and joins "the external bi-annual appraisal cycle within six months following its acquisition". The Advisor calculates the monthly NAV. So the first appraisal of the Mississippi and Illinois farms is due by about late March 2027 (our arithmetic: six months from September 24, 2026), and the first NAV that reflects an outside opinion of value may be the one that tells a reader whether $5,625 and $12,603 an acre were fair.

The filings do not explain the one-cent difference between the types, and it is too small to read as performance (8-K, October 23, 2026).

Fees, in one table

All fees below are from the Form 8-A12G filed August 31, 2026 and are charged on NAV unless stated. The Advisor may take its management fee "in cash, Type A-I shares and/or Type A-I units", and those shares "will not be subject to any limitations under the share repurchase plan".

Source: Form 8-A12G, accession 0000930413-26-002784, Item 1. The performance participation is held by a Nuveen special limited partner and carries a High Water Mark and a Catch-Up; it is measured per calendar year and accrued monthly.

Two worked examples (our arithmetic, assuming NAV stays at $20.00):

• Annual fee on $500,000. Type A-I costs 0.95% a year, about $4,750. Type S costs 1.25% plus 0.85%, or 2.10%, about $10,500 a year, and a purchase through a broker at up to 3.5% upfront means about $483,092 of the $500,000 buys shares at $20.00 (the S-I sales in the 8-K show $20.70 a share, which is $20.00 plus 3.5%).
• Performance participation at an 8% total return. With a 6% hurdle and a full catch-up, the participation reaches 12.5% of the total return once the return passes about 6.9%. At 8% that is 1.0% of NAV for Types A-II, I, S, S-II and D (12.5% of 8%) and 0.72% for A-I and S-I (9% of 8%). This ignores any loss carryforward from prior years.

Getting money out

The Share Repurchase Plan (Exhibit 4.2 to the Form 8-A12G, effective September 1, 2026) is quarterly. In its words, repurchases are "limited to no more 5% of the Company's aggregate NAV attributable to shareholders per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding calendar quarter)". Requests must reach the intermediary by 4:00 p.m. Eastern on the second to last business day of the quarter, and "shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price". The plan also says the Company "may repurchase fewer shares than have been requested in any particular quarter to be repurchased under the Plan, or none at all", and may fund repurchases from "borrowings, return of capital or offering proceeds".

Three consequences, all our arithmetic:

• A holder who sells within the first year gets 95% of NAV: $475,000 on a $500,000 position at an unchanged $20.00.
• If aggregate NAV stayed near the $34.7 million raised, the quarterly cap would be about $1.7 million of shares, so a few of the 152 investors asking at once would fill it. This is an illustration; the aggregate NAV at September 30 is not in the filings we read.
• The plan does not say when the first repurchase date falls. The 10-K draft language was "the last calendar day of the first full calendar quarter following the Initial Closing", which would be December 31, 2026; the adopted plan does not repeat it, so treat that date as unconfirmed.

What the fund says it will do next

The Form 10-K sets out the strategy and its limits: invest "primarily in agricultural real estate throughout the United States", with debt "within a targeted range of 20% to 40% of our gross asset value", though "there is no limit on the amount we may borrow with respect to any individual property or portfolio". Concentration guidelines say "leases to a single tenant may not exceed 20% of our gross assets" and "no more than 45% of our gross assets (excluding liquid securities) may be invested in any single state", and the Advisor may modify them. Both farms to date are in two states and the Mississippi purchase is 91% of the money spent on land (our arithmetic: 18,783,000 over 20,625,624), so the 45% state guideline will not be tested until the Advisor has bought more.

One land-specific risk is worth reading before any other: the 10-K says "third parties may own (or claim) the rights to minerals, such as oil or natural gas" under properties the fund buys, and that exercising those rights could interfere with farming. The purchase agreements transfer "mineral rights, surface and subsurface water rights" along with the land, but the 8-K does not say which rights, if any, were reserved.

What a reader can do with this

• Ask the three questions the filings cannot yet answer. Who is the tenant and what rent applies to each farm, what appraisal supports $5,625 and $12,603 an acre, and who is the seller. The December 10, 2026 8-K/A should answer the first; the first appraisal, due by about March 2027, answers the second.
• Compare share types before you compare funds. The same farm costs the investor 0.95% a year in Type A-I and 2.10% in Type S, before the upfront load. Ask your intermediary which type you would be sold and why.
• Do not read $20.01 as performance. The properties are carried at cost until the appraisal cycle. Compare the fund after two or three quarters of appraised NAVs and a first 10-Q with operations.
• Check how you would exit. A 5% quarterly cap, a 5% early-repurchase deduction in year one and a fund that can pay "none at all" are the terms. The death, disability and heirs rules for non-traded vehicles cover the waiver this plan offers, and the NAV REIT versus interval fund comparison sets the exit terms side by side.
• Put it next to the other ways into farmland. Our farmland investing guide compares listed REITs, a Regulation A REIT and the platforms' Form D record; this fund is a route that guide does not list: a private REIT that needs a broker and an accredited investor.
• Tax treatment. The fund intends to elect REIT status for the taxable period ending December 31, 2026. Distributions from REITs are reported on Form 1099-DIV; see our Section 199A explainer for non-traded REIT dividends.

FAQ

All figures are from the filings and the USDA report cited, read on October 30, 2026; the most recent SEC filing for CIK 2085428 is dated October 23, 2026. Per-acre prices, the share of proceeds, premiums to USDA values, the 8-K/A due date, the seller liability caps in dollars, the fee examples, the performance-fee example and the repurchase illustrations are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.