[8-K] FEDERAL AGRICULTURAL MORTGAGE CORP Reports Material Event

Rhea-AI Filing Summary

The filing discloses a Board change at Federal Agricultural Mortgage Corporation (Farmer Mac): on September 30, 2025 the White House nominated Jeffrey Kaufmann to Farmer Mac's Board of Directors to replace presidential appointee Chester Culver. The White House informed Mr. Culver on the same date that his position had ended effective immediately. Mr. Kaufmann's nomination is subject to U.S. Senate confirmation. Mr. Culver had rejoined the Board in May 2022 after a prior presidential nomination and Senate confirmation and was serving as chair of the Board's Public Policy and Corporate Social Responsibility Committee and as a member of the Enterprise Risk Committee and the Human Capital and Compensation Committee at the time of his departure. The company and Board expressed gratitude for Mr. Culver's service.

Positive

• Nomination of Jeffrey Kaufmann provides a named successor candidate pending Senate confirmation
• Board expressed gratitude for outgoing director, indicating an orderly acknowledgment of service

Negative

• Immediate end of Chester Culver's Board service may create short-term disruption in committee leadership
• Senate confirmation required for the nominee, leaving the Board composition uncertain until confirmation completes

Insights

Corporate Governance Analyst

TL;DR: A presidential nomination and immediate board vacancy create a near-term governance change that requires Senate confirmation.

The White House nomination of Jeffrey Kaufmann and the immediate end of Chester Culver's service on Farmer Mac's Board mark a direct executive-branch change to the Board composition on September 30, 2025. Board committees affected include Public Policy and Corporate Social Responsibility, Enterprise Risk, and Human Capital and Compensation because Mr. Culver held roles in each.

This change depends on Senate confirmation of the nominee and on subsequent Board committee reassignments. Investors should note the short-term governance impact: committee leadership and oversight responsibilities will need prompt reallocation, which can influence policy oversight and risk governance in the coming weeks to months.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2025    

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Federally chartered instrumentality of the United States

001-14951

52-1578738

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2100 Pennsylvania Ave., NW, Suite 450 N

20037

Washington,

DC

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol

Exchange on which registered

Class A voting common stock

AGM.A

New York Stock Exchange

Class C non-voting common stock

AGM

New York Stock Exchange

5.700% Non-Cumulative Preferred Stock, Series D

AGM.PRD

New York Stock Exchange

5.750% Non-Cumulative Preferred Stock, Series E

AGM.PRE

New York Stock Exchange

5.250% Non-Cumulative Preferred Stock, Series F

AGM.PRF

New York Stock Exchange

4.875% Non-Cumulative Preferred Stock, Series G

AGM.PRG

New York Stock Exchange

6.500% Non-Cumulative Preferred Stock, Series H

AGM.PRH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2025, The White House nominated Jeffrey Kaufmann as the proposed appointee to the Federal Agricultural Mortgage Corporation’s (“Farmer Mac”) Board of Directors (“Board”) to replace Chester Culver, a presidential appointee serving at the pleasure of the President. On September 30, 2025, Mr. Culver was informed by The White House that his position as a Farmer Mac Board member had ended effective immediately. Mr. Kaufmann’s nomination is subject to confirmation by the United States Senate.

Mr. Culver rejoined Farmer Mac’s Board in May 2022, after being nominated by President Biden and confirmed by the United States Senate. At the time of Mr. Culver’s departure from the Board, he was serving as chair of the Board’s Public Policy and Corporate Social Responsibility Committee and as a member of the Board’s Enterprise Risk Committee and the Board’s Human Capital and Compensation Committee.

Farmer Mac and its Board offer their sincere gratitude to Mr. Culver for his valuable contributions and dedication to Farmer Mac during his years of service on the Board.

Item 9.01.        Financial Statements and Exhibits.

(d)    Exhibits

    

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION                    

                        By: /s/ Geraldine I. Hayhurst            

                         Name: Geraldine I. Hayhurst

                         Title: Executive Vice President – Chief Legal Officer

Dated: October 6, 2025

FAQ

What change did Farmer Mac (AGM) report on September 30, 2025?

The company reported that the White House nominated Jeffrey Kaufmann to its Board and that Chester Culver's position ended effective immediately on September 30, 2025.

Is Jeffrey Kaufmann immediately a director of Farmer Mac (AGM)?

No. Jeffrey Kaufmann is a nominee; his appointment is subject to confirmation by the United States Senate.

What roles did Chester Culver hold at Farmer Mac before his departure?

At departure, Chester Culver chaired the Public Policy and Corporate Social Responsibility Committee and was a member of the Enterprise Risk Committee and the Human Capital and Compensation Committee.

When did Chester Culver rejoin Farmer Mac's Board previously?

Mr. Culver rejoined the Board in May 2022 after being nominated by the President and confirmed by the United States Senate.

Does the filing describe any financial impact from the Board change?

No. The filing does not disclose any financial statements, transactions, or quantitative financial impact related to the Board change.