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SIGNIFICANCE OF THIS REPORT

FORSYTHE FAMILY FARMS INVOLVEMENT

Contact • Notice • Securities • Governance • 2016 Transaction • 2025 Restructuring

SUMMARY OF THE ISSUES

The allegations concerning Gerald Forsythe and the Forsythe family are not limited to the sale of farmland to Farmland Partners, Inc. The evidence establishes a much broader sequence of knowledge, participation, securities transactions, governance, notice, financial benefit, and subsequent asset recovery:

  • Forsythe knew of the fraud allegations before contributing the family’s Illinois farmland to Farmland Partners. His involvement began before the 2016 transaction was completed, while serious allegations concerning the predecessor entities, their securities, and Dyer’s interests were already known.
  • Forsythe offered to purchase Dyer’s 5,500,000 American Farmland Partners stock warrants. That offer occurred before Forsythe finalized his transaction with Farmland Partners and directly connected Forsythe to the very securities whose existence and value were later disputed.
  • Forsythe nevertheless contributed the family’s approximately 22,300 acres of Illinois farmland to Farmland Partners with knowledge of the allegations and the risks surrounding the predecessor securities and the corporate structure.
  • Forsythe failed to disclose criminal conduct and securities-law violations alleged to be material to the transaction and to the securities he received for the family’s farmland. The allegations include conduct implicating securities laws and other federal and state laws.
  • Forsythe and his family had governance rights in Farmland Partners. The transaction provided the Forsythe interests with the right to designate a member of the Farmland Partners board, and John Conrad subsequently occupied that designated position.
  • Forsythe knowingly accepted approximately $147 million in Farmland Partners/FPOP securities for the family’s farmland despite the existence of permanent Illinois securities orders prohibiting the covered entities, including successors, affiliates and assigns, from offering or selling securities in Illinois. Dyer alleges that the securities issued in connection with the Forsythe transaction were therefore tainted securities issued in violation of those permanent orders.
  • The Forsythe family profited enormously from the transaction and subsequent ownership, with the economic benefit alleged to exceed $40 million over approximately ten years.
  • After receiving repeated notice of the allegations—including direct notice concerning the securities, the alleged liabilities, and later regulatory and criminal investigations—the Forsythe interests ultimately took back 23 Illinois farms that had been transferred to Farmland Partners in March 2016.
  • On December 11, 2025, the Forsythe-related transaction returned those 23 farms while approximately $31 million in Series A Preferred partnership interests were surrendered, redeemed, or otherwise returned to Farmland Partners/FPOP. This occurred immediately after renewed direct contact with Forsythe and after notice concerning the FINRA investigation/referral and the criminal investigation involving the United States Attorney’s Office for the Southern District of New York.

The allegation is therefore not simply that Gerald Forsythe sold farmland to Farmland Partners. The allegation is that Forsythe entered the transaction with prior knowledge of the alleged fraud and securities violations, attempted to acquire Dyer’s predecessor securities, accepted allegedly prohibited securities as consideration, exercised governance rights, realized substantial financial benefit, received repeated subsequent notice of the alleged wrongdoing and investigations, and ultimately recovered 23 Illinois farms while surrendering the partnership interests associated with the transaction.

1. THE FORSYTHE TRANSACTION WAS NOT AN ISOLATED FARM SALE

The 2016 transaction transferred approximately 22,300 acres of Illinois farmland from the Forsythe family to Farmland Partners for approximately $197 million. The consideration included approximately $50 million in cash and approximately $147 million in FPI/FPOP stock and partnership interests.

2. THE 2015 SECURITIES CONTACT

Before the transaction was finalized, Forsythe had made a previous offer to purchase Dyer’s predecessor securities. Dyer alleges that Forsythe was the proposed purchaser of his 5,500,000 American Farmland Partners stock warrants. The federal criminal docket documents Dyer’s December 2015 motion seeking permission to liquidate assets for legal defense expenses.

3. THE $197 MILLION TRANSACTION AND $147 MILLION IN SECURITIES

On November 9, 2015, Farmland Partners publicly announced its agreement to acquire approximately 22,300 acres in Illinois from the Forsythe family for $197 million. The transaction closed in March 2016. Dyer alleges that the securities delivered as consideration were subject to existing legal restrictions affecting the predecessor entities and their successors, affiliates and assigns.

4. THE ILLINOIS PERMANENT ORDERS

The Illinois Secretary of State Securities Department’s Case No. 1000325 included permanent orders addressing the covered Midwest and American entities and their successors, affiliates and assigns. Dyer alleges that FPI/FPOP fell within that prohibited chain and that the securities issued to Forsythe in connection with the farmland transaction were issued in violation of those permanent orders.

5. THE MFAC ACQUISITION COMPENSATION

The MFAC/MFMC agreement provided for compensation of up to 10% of the appraised value of each farmland acquisition. Applied to the $197 million Forsythe transaction as a maximum calculation, that represents $19.7 million. Dyer alleges that the acquisition compensation claim applies to the Forsythe acquisition.

6. THE FORSYTHE GOVERNANCE CONNECTION

The transaction gave Forsythe-related interests a contractual right to designate a member of the Farmland Partners board. John C. Conrad was appointed to the board on March 27, 2016 and resigned on August 28, 2017. Dyer alleges that the governance relationship placed the Forsythe interests inside the corporate structure rather than leaving them as ordinary outside sellers.

7. THE AUGUST 22, 2017 WARNING AND CONTINUING NOTICE

On August 22, 2017, Dyer sent Forsythe a detailed written warning concerning the Farmland Partners structure, alleged wrongdoing, alleged liabilities, and Dyer’s warrants. Additional correspondence followed, including the October 29, 2018 communication directed to Forsythe at Indeck Power Equipment.

8. THE DECEMBER 2, 2025 CALL

On December 2, 2025, Gerald Forsythe personally left Dyer a telephone message asking him to return the call. The recorded message identifies Forsythe and his telephone number. This direct communication occurred shortly before the December 11, 2025 restructuring.

9. THE DECEMBER 11, 2025 23-FARM RESTRUCTURING

On December 11, 2025, 23 Illinois farms were transferred back to Forsythe-related entities in a restructuring involving approximately $31 million in Series A Preferred partnership interests. Dyer alleges that the transaction returned underlying farmland to the Forsythe interests while the associated partnership interests were surrendered, redeemed, cancelled, or otherwise returned.

10. THE ALLEGED EXIT AND BENEFIT

Dyer alleges that the December 2025 restructuring was not an isolated corporate event. It followed years of notice concerning the alleged securities violations and alleged criminal conduct and followed notice concerning the FINRA matter and the criminal investigation involving the United States Attorney’s Office for the Southern District of New York. Dyer alleges that the restructuring allowed the Forsythe interests to recover underlying Illinois farmland while disposing of the partnership interests associated with the earlier transaction.

THE SIGNIFICANCE OF THESE EXHIBITS

The significance of Fraud Alert 2 is not simply that Todd Dyer has made accusations against Gerald Forsythe or the Forsythe family. The significance is the documentary sequence: a prior securities purchase offer; the November 9, 2015 announcement; the March 2016 transfer of approximately 22,300 acres for approximately $197 million; approximately $147 million in securities consideration; permanent Illinois securities orders; contractual governance rights; repeated written notice; the December 2, 2025 direct telephone contact; and the December 11, 2025 return of 23 Illinois farms.

SPECIFIC MATTERS ALLEGED

  • Forsythe knew of the allegations concerning the predecessor entities and securities before the family farmland transaction was completed.
  • Forsythe offered to purchase Dyer’s 5,500,000 American Farmland Partners stock warrants.
  • Forsythe accepted approximately $147 million in FPI/FPOP securities as consideration for the family farmland.
  • Dyer alleges those securities were issued in violation of permanent Illinois securities orders applicable to the covered entities and their successors, affiliates and assigns.
  • Dyer alleges Forsythe failed to disclose criminal conduct and securities-law violations material to the transaction and the securities he received.
  • Forsythe-related interests possessed contractual governance rights and exercised those rights through the designated board seat held by John C. Conrad.
  • The MFAC/MFMC agreement provides for up to 10% of appraised value for qualifying farmland acquisitions; Dyer alleges the Forsythe acquisition gives rise to that compensation claim, with a $19.7 million maximum calculation using the $197 million transaction value.
  • Forsythe received repeated notice of Dyer’s allegations, including the August 22, 2017 warning and subsequent correspondence.
  • The Forsythe interests ultimately recovered 23 Illinois farms in December 2025 after renewed direct contact and notice concerning regulatory and criminal investigations.
  • Dyer alleges that the December 2025 restructuring returned valuable underlying assets to the Forsythe interests while approximately $31 million in Series A Preferred partnership interests were surrendered, redeemed, cancelled, or otherwise returned.

THE QUESTION FOR FARMLAND PARTNERS INVESTORS

WHAT DID FARMLAND PARTNERS, INC. TELL ITS INVESTORS ABOUT THE FORSYTHE TRANSACTION, THE SECURITIES ISSUED TO THE FORSYTHE FAMILY, THE PERMANENT ILLINOIS SECURITIES ORDERS, THE FORSYTHE GOVERNANCE RIGHTS, THE WARNINGS DELIVERED TO FORSYTHE, AND THE DECEMBER 2025 RETURN OF 23 ILLINOIS FARMS?

THAT IS THE SIGNIFICANCE OF THIS ALERT.

It is the difference between describing the Forsythe transaction as a $197 million farmland acquisition and documenting the larger sequence alleged here: prior knowledge of fraud allegations, an offer to acquire Dyer’s warrants, receipt of approximately $147 million in securities, alleged violations of permanent Illinois securities orders, governance rights, repeated notice, substantial financial benefit, and the subsequent return of 23 Illinois farms after renewed notice concerning regulatory and criminal investigations.

FRAUD ALERT 2 — FORSYTHE FAMILY FARMS INVOLVEMENT

EXHIBITS

EXHIBIT 1 — Farmland Partners Inc. November 9, 2015 announcement of the approximately $197 million Forsythe farmland acquisition.

Farmland Partners acquisition announcement thumbnailView Evidence in SupportPDF

EXHIBIT 3 — 15-CR-115-JPS, Docket No. 62, December 17, 2015 motion to liquidate assets for legal defense expenses.

Exhibit 3 verification placeholderView Evidence in SupportPending

EXHIBIT 4 — March 2019 Forsythe/Indeck evidentiary package documenting the prior securities offer and Forsythe correspondence.

March 2019 Forsythe and Indeck evidentiary package thumbnailView Evidence in SupportPDF

EXHIBIT 5 — Security Holder’s Agreement and corporate records concerning the Forsythe board-designation right and John C. Conrad.

Forsythe board designation records thumbnailView Evidence in SupportPDF

EXHIBIT 7 — October 29, 2018 correspondence to Forsythe at Indeck Power Equipment and delivery records.

October 29, 2018 Forsythe correspondence thumbnailView Evidence in SupportPDF

EXHIBIT 8 — Illinois Secretary of State Securities Department Case No. 1000325 permanent orders / Consent Order.

Illinois Securities Department consent order thumbnailView Evidence in SupportPDF

EXHIBIT 9 — MFAC/MFMC agreement providing acquisition compensation of up to 10% of appraised value.

Exhibit 9 verification placeholderView Evidence in SupportPending

EXHIBIT 10 — December 2, 2025 Gerald Forsythe telephone message, including transcript/audio.

Exhibit 10 verification placeholderView Evidence in SupportPending

EXHIBIT 11 — December 11, 2025 records concerning the 23-farm restructuring and approximately $31 million in Series A Preferred partnership interests.

Exhibit 11 verification placeholderView Evidence in SupportPending