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

Rhea-AI Filing Summary

Federal Agricultural Mortgage Corporation (Farmer Mac) reported a leadership change in its finance team. The Board appointed Matthew M. Pullins, age 47, as Executive Vice President – Chief Financial Officer and Treasurer effective December 11, 2025, when he will become the company’s principal financial officer. He replaces interim principal financial officer Gregory N. Ramsey, who will continue as Vice President – Chief Accounting Officer.

Farmer Mac states there are no arrangements or family relationships influencing Mr. Pullins’ selection. He joins from PNC Financial Services Group, where he held several senior finance roles, most recently Chief Financial Officer – Capital Markets. His compensation includes a $550,000 annual base salary, $275,000 short-term incentive for 2025, a 2026 short-term incentive target of 50% of base salary, and a 2026 long-term equity incentive target of $450,000.

Mr. Pullins will receive a one-time restricted stock unit award in Class C non-voting common stock valued at $250,000, vesting annually from 2026 to 2028, and a sign-on cash bonus designed to provide $150,000 net of tax, subject to a 12-month clawback. He will be eligible for Farmer Mac’s standard executive benefit and severance programs.

Insights

Corporate governance and executive compensation analyst

Farmer Mac installs a permanent CFO with a market-standard pay package and retention features.

Farmer Mac is moving from an interim to a permanent finance leader by appointing Matthew M. Pullins as Executive Vice President – Chief Financial Officer and Treasurer effective December 11, 2025. This consolidates financial leadership after a period with an interim principal financial officer while keeping continuity through Gregory N. Ramsey remaining as Vice President – Chief Accounting Officer.

The disclosed pay structure combines a $550,000 base salary with performance-linked incentives: a $275,000 short-term incentive for 2025, a 2026 target of 50% of base salary, and a 2026 long-term equity incentive target of $450,000. A one-time restricted stock unit grant valued at $250,000 that vests over three years and a sign-on cash bonus delivering $150,000 net of tax with a 12‑month clawback are designed to support retention and alignment with shareholders.

The overall package is typical for a senior financial executive at a publicly traded financial institution and does not by itself signal a change in financial strategy. Future company communications and performance metrics under Mr. Pullins’ tenure will indicate how his prior experience at PNC Financial Services influences Farmer Mac’s capital markets and reporting approach.

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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): December 8, 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 Avenue, N.W., Suite 450N,

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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) Departure of Certain Officers; Appointment of Certain Officers

On December 8, 2025, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) announced that Farmer Mac’s Board of Directors has appointed Matthew M. Pullins (“Mr. Pullins”), age 47, to serve as Farmer Mac’s Executive Vice President – Chief Financial Officer and Treasurer effective December 11, 2025 (“Commencement Date”), at which time Mr. Pullins will replace Farmer Mac’s interim principal financial officer Gregory N. Ramsey (“Mr. Ramsey”) as Farmer Mac’s principal financial officer. Mr. Ramsey will continue to serve as Farmer Mac’s Vice President – Chief Accounting Officer once Mr. Pullins assumes his new role.

There are no arrangements or understandings between Mr. Pullins and any other persons pursuant to which he was selected to serve as Farmer Mac’s Executive Vice President – Chief Financial Officer and Treasurer. There are also no family relationships between Mr. Pullins and any director or executive officer of Farmer Mac. A description of Mr. Pullins’ compensation arrangement with Farmer Mac is set forth under Item 5.02(e) of this report.

Before being appointed as an executive officer of Farmer Mac, Mr. Pullins had been employed by PNC Financial Services Group, Inc. (“PNC”) in various capacities since 2008 – most recently as Senior Vice President, Chief Financial Officer – Capital Markets since 2022. In that role, Mr. Pullins led strategic planning, budgeting, accounting and financial reporting and oversaw financial operations for the Capital Markets business unit and led funding optimization and systems modernization initiatives. In his other roles at PNC, Mr. Pullins served as Chief Financial Officer of PNC’s institutional asset management division and led the regulatory reporting and loan accounting function.

On December 8, 2025, Farmer Mac issued a press release to announce the appointment of Mr. Pullins as the Executive Vice President – Chief Financial Officer and Treasurer of Farmer Mac. A copy of the press release is attached to this report as Exhibit 99. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.

(e) Compensatory Arrangements of Certain Officers

As Farmer Mac’s Executive Vice President – Chief Financial Officer and Treasurer, Mr. Pullins’ starting base salary will be $550,000 per year. Mr. Pullins’ short-term incentive compensation for 2025, payable in 2026, will be $275,000 and his target short-term incentive compensation for 2026, payable in 2027, is 50% of base salary.

Mr. Pullins will also be considered for grants of equity-based, long-term incentive compensation in 2026, at the same time that those grants are considered for Farmer Mac’s other executive officers. The target value for those grants to Mr. Pullins will be $450,000 under the methodology prescribed in Farmer Mac’s policy related to grants of equity-based compensation, subject to similar terms and conditions as will apply to similar 2026 annual long-term incentive grants made to the other executive officers of Farmer Mac.

Mr. Pullins will also be granted on the Commencement Date a one-time award of time-vested restricted stock units of Farmer Mac’s Class C non-voting common stock with a target value of $250,000 under the methodology prescribed in Farmer Mac’s policy related to grants of equity-based compensation, which will vest in three equal annual installments on each of December 11, 2026, December 11, 2027 and December 11, 2028, subject to Mr. Pullins’ continued employment at Farmer Mac and the terms and conditions of the award. Mr. Pullins will also receive a one-time, sign-on cash bonus of a gross amount that will result in a net-of-tax payment of $150,000, which will be payable on the next available payroll 30 days following the Commencement Date and subject to a “clawback” of the full gross amount of the bonus if Mr. Pullins’ employment with Farmer Mac ends voluntarily or for cause during his first 12 months of employment. Mr. Pullins will also be eligible to participate in Farmer Mac’s benefit plans and programs, incentive, savings and retirement compensation programs, and other employee benefits generally available to other executive officers of Farmer Mac, including paid parking in the parking garage associated with Farmer Mac’s headquarters building and participation in Farmer Mac’s nonqualified deferred compensation plan and Farmer Mac’s amended and restated executive severance plan.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

99    Press Release dated December 8, 2025

104    Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101

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: December 8, 2025

FAQ

Who was appointed as the new CFO of Federal Agricultural Mortgage Corporation (AGM)?

Federal Agricultural Mortgage Corporation appointed Matthew M. Pullins as Executive Vice President – Chief Financial Officer and Treasurer, effective December 11, 2025, at which time he will become the company’s principal financial officer.

What happens to the current interim principal financial officer at AGM?

The interim principal financial officer, Gregory N. Ramsey, will cease serving in that interim role when Mr. Pullins becomes CFO, but he will continue as Farmer Mac’s Vice President – Chief Accounting Officer.

What is Matthew Pullins’ compensation package at Federal Agricultural Mortgage Corporation?

Mr. Pullins’ package includes a $550,000 annual base salary, a $275,000 short-term incentive for 2025 (payable in 2026), a 2026 short-term incentive target of 50% of base salary, and a 2026 long-term equity incentive target of $450,000, all under Farmer Mac’s existing compensation policies.

What one-time equity and cash awards will the new AGM CFO receive?

On his commencement date, Mr. Pullins will receive a one-time grant of time-vested restricted stock units in Class C non-voting common stock with a target value of $250,000, vesting in three equal annual installments in 2026, 2027, and 2028, and a sign-on cash bonus structured to provide $150,000 net of tax, subject to a clawback if his employment ends voluntarily or for cause within 12 months.

Does Matthew Pullins have any related-party or family relationships with AGM insiders?

The company states that there are no arrangements or understandings with other persons relating to his selection and no family relationships between Mr. Pullins and any director or executive officer of Federal Agricultural Mortgage Corporation.

What is Matthew Pullins’ background before joining Federal Agricultural Mortgage Corporation?

Before joining Farmer Mac, Mr. Pullins worked at PNC Financial Services Group, Inc. since 2008 in several senior roles, most recently as Senior Vice President, Chief Financial Officer – Capital Markets, and previously as CFO of PNC’s institutional asset management division and leader of regulatory reporting and loan accounting.