THE FINRA COMPLAINT & NCFC REFERRAL
WHAT THE FINRA COMPLAINT ACTUALLY PUT BEFORE FINRA
On July 7, 2025, Todd A. Dyer submitted a detailed complaint to FINRA concerning Farmland Partners, Inc. (NYSE: FPI), Farmland Partners Operating Partnership, L.P., their management and directors, and other individuals and entities.
This was not a one-page complaint containing generalized accusations. The submission included a 17-page memorandum supported by numerous documentary exhibits, including corporate records, SEC filings, Illinois securities orders, correspondence, loan documents, FPI website material, accounting-firm correspondence, and records concerning Dyer's FPI shareholder status.
Dyer alleges that the publicly traded Farmland Partners entities are concealed successors to the Midwest and American Farmland entities associated with the earlier 15-CR-115-JPS “Farmland” criminal case, and that the succession concealed a history of administrative, civil and criminal proceedings, substantial liabilities, successor criminal liability, and permanent Illinois securities prohibitions from investors.
1. THE CORPORATE SUCCESSION ALLEGATION
The complaint identifies the alleged corporate succession as:
Midwest Farmland Management Corporation → American Farmland Partners Corporation → Farmland Partners, Inc. (NYSE: FPI)
And the partnership succession as:
Midwest Farmland Limited Partnership → American Farmland Limited Partnership → Farmland Partners Operating Partnership, L.P.
Dyer alleges that multiple restructurings, name changes and transactions were used to conceal the predecessor entities and their history from the investing public.
The complaint identifies FPI's July 1, 2014 Preliminary Prospectus, which disclosed a potentially “unquantifiable” liability to “prior investors” in its “predecessors.” Dyer alleges that despite repeated requests, FPI refused to identify the predecessors or the “prior investors” referenced in its own prospectus.
The complaint therefore identifies the company's own public filing, the language contained in that filing, the entities allegedly concealed, and the unanswered question of who those prior investors were.
2. THE ALLEGED CONNECTION TO THE 15-CR-115-JPS “FARMLAND” CRIMINAL CASE
Dyer alleges that FPI and its affiliated entities are successors to entities involved in the 15-CR-115-JPS “Farmland” criminal case.
Dyer alleges that the restructuring concealed:
3. THE ALLEGED BANK FRAUD, WIRE FRAUD AND MONEY LAUNDERING
The complaint alleges that FPI, its affiliated entities, senior management and directors knowingly and repeatedly violated federal bank-fraud, wire-fraud and money-laundering statutes in obtaining hundreds of millions of dollars in financing.
THE $30 MILLION FIRST MIDWEST BANK LOAN
The complaint states that FPI attorney Justin Salon subsequently confirmed that Dyer had been making threats of litigation beginning in March 2014.
The complaint then points to an April 2014 $30,000,000 loan agreement with First Midwest Bank of Itasca, Illinois, signed by FPI President, Chief Operating Officer and Director Luca Fabbri, which Dyer alleges denied the existence of threatened litigation.
Dyer alleges that the representation concerning litigation was false; that it was incorporated into loan documents; that Fabbri electronically transmitted the loan application and agreements to the bank; that the transmission constituted wire fraud; that the allegedly fraudulently obtained funds were deposited into a federally insured financial institution; and that similar representations were made to other financial institutions.
The complaint states that financing obtained through these allegedly false representations “may approach half a billion dollars.”
4. ROBERT W. BAIRD AND THE FORMATION OF FPI
The complaint identifies Robert W. Baird & Co. (Firm CRD #8158), John Anthony (identified as believed to be John Anthony Steel, Individual CRD #2722911), and Baird Director Gary Robert Placek (Individual CRD #1442442).
Dyer alleges that these individuals knowingly and intentionally assisted the Midwest and American entities and their principals in restructuring those entities into what ultimately emerged as Farmland Partners, Inc. and Farmland Partners Operating Partnership, L.P., while concealing predecessor history and liabilities from investors.
5. THE PERMANENT ILLINOIS ORDERS OF PROHIBITION
Dyer identifies Illinois Secretary of State Securities Department Case No. 1000325, involving Midwest and American.
The complaint identifies the 2013 and 2014 Illinois consent orders and orders of prohibition and alleges that they permanently prohibited the Midwest and American entities from offering or selling securities in Illinois.
Dyer further alleges that the orders applied to affiliates, successors and assigns, and therefore alleges that FPI and Farmland Partners Operating Partnership are subject to those permanent prohibitions.
The complaint identifies alleged Illinois transactions involving securities, including approximately $70 million of Illinois farmland contributed by Paul Pittman as part of FPI's formation transactions in 2014, approximately $200 million of Gerald Forsythe's Illinois farmland, Murray Wise Associates, and other acquisitions.
Dyer alleges that FPI and FPOP acquired upwards of $300 million of farmland and other businesses in Illinois using securities despite the permanent orders of prohibition.
The complaint further alleges that knowing violations of those orders constitute Class 4 felonies under the Illinois Securities Act of 1953, and identifies senior FPI executives and directors in connection with those allegations.
6. WHAT DYER TOLD FPI — AND WHAT HE SAYS FPI FAILED TO DISCLOSE
The complaint documents repeated efforts by Dyer to obtain answers directly from Farmland Partners.
Dyer alleges that he asked FPI to identify the farmers and predecessor entities referenced in historical filings and website materials, including who those farmers were, what they contributed, through which entity, what they received, whether they remained involved, when they departed, and why they departed.
The complaint alleges that FPI repeatedly refused to answer those questions.
Dyer alleges that the unanswered questions were significant because the answers could expose connections between FPI and the predecessor entities involved in the 15-CR-115-JPS “Farmland” criminal case.
7. PRICEWATERHOUSECOOPERS
The complaint documents Dyer's October 2017 certified letter to Maria Moats, then associated with PricewaterhouseCoopers, FPI's public-company auditor.
Dyer states that he supplied PwC with evidence concerning FPI's alleged predecessor relationships, the alleged concealed history, alleged undisclosed liabilities, successor criminal liability, and the risks those matters allegedly presented to investors.
The complaint alleges that FPI subsequently dismissed PricewaterhouseCoopers and replaced it with a smaller accounting firm rather than disclose the matters raised by Dyer.
8. THE ALLEGED UNAUTHORIZED SALE OF DYER'S FPI SHARES
Beginning October 4, 2023, Public.com began sending Dyer messages directing him to sell his FPI shares and liquidate his account.
Dyer repeatedly instructed Public.com not to sell the FPI shares and expressly stated that he had not authorized their sale.
On October 9, 2023, Dyer gave Public.com a direct instruction: “As I stated before, you can shut the account down. Seize the cash. I have never sold any securities. I purchased them to hold. Do not sell the Farmland Partners stock.”
Nevertheless, on October 16, 2023, Public.com sent confirmation that the FPI shares had been sold. Dyer immediately responded: “I did not sell FPI. You sold it without my authorization.”
The complaint states that the Public.com account remained open after the shares were sold.
Dyer alleges that the sale occurred after he had made legitimate shareholder inquiries to FPI and alleges that the sale prevented him from continuing to exercise his rights as an FPI shareholder, including seeking information, asking questions, exposing potential misconduct, organizing shareholders for potential derivative litigation, and submitting a shareholder proposal.
9. AND THEN FINRA REFERRED THE MATTER TO NCFC
The July 7, 2025 complaint establishes what Dyer actually put before FINRA.
The July 14, 2025 FINRA Office of the Ombuds response establishes what FINRA did with the communication.
FINRA stated:
“Your email has been relayed to FINRA's National Cause and Financial Crimes Detection Program (NCFC) for review and may be forwarded to a different regulator if it’s not within FINRA's jurisdiction.”
That is not Dyer alleging that FINRA might look at the complaint. That is FINRA itself confirming that the communication was relayed to its National Cause and Financial Crimes Detection Program for review.
THE COMPLAINT PUT SPECIFIC, DOCUMENT-SUPPORTED FINANCIAL-CRIME AND SECURITIES ALLEGATIONS BEFORE FINRA.
FINRA THEN CONFIRMED THAT THE COMMUNICATION WAS RELAYED TO ITS NATIONAL CAUSE AND FINANCIAL CRIMES DETECTION PROGRAM FOR REVIEW.
The exhibits do not establish that NCFC found FPI guilty of anything, opened an enforcement proceeding, or determined that Dyer's allegations were true. They do establish that the complaint was submitted, that FINRA received it, and that FINRA confirmed its referral to NCFC for review.
10. THE MATTER DID NOT END IN JULY 2025
Dyer has continued communicating with FINRA concerning the underlying allegations and subsequent developments.
His most recent communication with FINRA occurred October 1, 2026.
During that communication, Dyer advised FINRA that he would provide information concerning the circumstances surrounding FPI's largest land contributor taking back 23 Illinois farms sold in 2016 and returning approximately $31 million in Farmland Partners limited partnership interests.
THE SIGNIFICANCE OF THESE TWO EXHIBITS
The significance of Fraud Alert 1 is not simply that Todd Dyer made accusations against Farmland Partners.
The significance is that Dyer submitted a detailed documentary complaint identifying specific corporate entities, specific transactions, specific individuals, specific financial institutions, specific regulatory orders, specific dollar amounts, specific alleged misrepresentations, specific shareholder communications, and a specific unauthorized stock sale.
And immediately thereafter, FINRA confirmed in writing that the communication had been relayed to its National Cause and Financial Crimes Detection Program for review.
The question for Farmland Partners investors therefore becomes:
WHAT DID FARMLAND PARTNERS, INC. TELL ITS INVESTORS?
SPECIFIC MATTERS ALLEGED IN THE COMPLAINT
- the predecessor entities;
- administrative, civil and criminal investigations;
- Hindman's fraud conviction;
- hundreds of millions of dollars in alleged liabilities;
- alleged successor criminal liability;
- permanent Illinois orders prohibiting the predecessor entities, and their affiliates, successors and assigns, from offering or selling securities in Illinois.
THE QUESTION FOR FARMLAND PARTNERS INVESTORS
Did FPI disclose the detailed FINRA complaint; the alleged predecessor entities and 15-CR-115-JPS connection; the alleged liabilities and successor criminal liability; the Illinois permanent orders of prohibition and alleged Illinois securities transactions; the alleged $30 million First Midwest Bank transaction; the bank-fraud, wire-fraud and money-laundering allegations; the Robert W. Baird allegations; Dyer's communications with FPI and its auditor; the PricewaterhouseCoopers issue; the alleged unauthorized Public.com sale; or FINRA's confirmation that the communication had been relayed to NCFC for review?
THAT IS THE SIGNIFICANCE OF THIS ALERT.
It is the difference between saying “someone complained about FPI” and documenting that a detailed complaint containing these specific allegations was actually placed before FINRA and that FINRA subsequently confirmed that the matter was relayed to its National Cause and Financial Crimes Detection Program for review.
EXHIBITS
EXHIBIT 1 — FINRA Complaint — July 7, 2025
View Evidence in Support
PDF
EXHIBIT 2 — FINRA Office of the Ombuds Response — July 14, 2025 — Confirmation of Referral to the National Cause and Financial Crimes Detection Program (NCFC)
View Evidence in Support
PDF