Farmer Mac (NYSE: AGM) sells $100M 6.875% Series I preferred stock
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Federal Agricultural Mortgage Corporation (Farmer Mac) is raising $100 million through a public offering of 4,000,000 shares of 6.875% Non-Cumulative Perpetual Preferred Stock, Series I, each with $25 par value and liquidation preference. Net proceeds before expenses are expected to be about $97 million, which Farmer Mac plans to use for general corporate purposes. The preferred stock qualifies as Tier 1 capital, carries a fixed 6.875% annual dividend when and if declared, and has no maturity date. Farmer Mac may redeem the shares on any dividend payment date on or after July 17, 2031, and intends to list them on the NYSE under the symbol AGM PRI. The offering is exempt from registration under Section 3(a)(2) of the Securities Act because Farmer Mac is a federally chartered instrumentality of the United States.
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Insights
Farmer Mac adds $100M of fixed-rate Tier 1 capital via new preferred.
Farmer Mac is issuing 4,000,000 shares of 6.875% Non-Cumulative Perpetual Series I preferred stock, raising $100 million in Tier 1 capital with expected net proceeds of about $97 million. Dividends are fixed at 6.875% annually when and if declared.
The preferred has no maturity date, but Farmer Mac can redeem it on any dividend payment date on or after July 17, 2031. This structure locks in long-term capital at a known cost while preserving optionality to refinance later if conditions change.
The capital is designated for general corporate purposes, so the ultimate impact depends on how it is deployed across Farmer Mac’s agricultural and rural infrastructure financing activities. Subsequent filings may describe how this additional Tier 1 capital supports balance sheet growth or risk management over time.
8-K Event Classification
3 items: 3.02, 7.01, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Offering size: $100 million
Shares offered: 4,000,000 shares
Par and liquidation value: $25.00 per share
+3 more
6 metrics
Offering size
$100 million
Series I preferred stock issuance
Shares offered
4,000,000 shares
6.875% Non-Cumulative Perpetual Preferred, Series I
Par and liquidation value
$25.00 per share
Series I preferred par and liquidation preference
Expected net proceeds
$97 million
Net proceeds before expenses from preferred offering
Dividend rate
6.875% per year
Non-cumulative fixed dividend on Series I preferred
First optional call date
July 17, 2031
Earliest redemption date on any dividend payment date
Key Terms
Non-Cumulative Preferred Stock, Tier 1 capital, perpetual, Section 3(a)(2), +1 more
5 terms
Non-Cumulative Preferred Stock financial
"6.875% Non-Cumulative Preferred Stock, Series I (the “Preferred Stock”)."
Preferred stock that pays a fixed dividend but does not require the company to make up missed payments later; if a dividend is skipped, shareholders lose that income permanently rather than accumulating a balance the company must repay. Investors care because this structure offers higher priority than common shares for payouts but less protection for dividend income, so it’s a trade-off between steady yield and the risk of permanent missed payments.
Tier 1 capital financial
"issue $100 million of Tier 1 capital through the public offering"
Tier 1 capital is a bank’s core financial cushion—mainly common stock, retained earnings and certain reserves—that can absorb losses while the bank keeps operating. Investors care because it signals a lender’s ability to survive stress, meet regulatory requirements and continue lending or paying dividends; think of it as the engine’s safety margin that keeps a car running through bumps in the road.
perpetual financial
"6.875% non-cumulative perpetual Series I preferred stock"
Perpetual describes a financial instrument or obligation that has no fixed end date and can continue indefinitely unless the issuer chooses to end it. For investors, that means there is no scheduled return of principal, so value depends on ongoing payments, issuer stability and market interest rates—similar to receiving rent from a property with no set sale date. Perpetual instruments often pay higher yields to compensate for that open-ended risk.
Section 3(a)(2) regulatory
"exemption from registration under Section 3(a)(2) of the Securities Act of 1933"
offering circular regulatory
"offering is being made pursuant to an exemption ... and is being made solely by means of an offering circular."
An offering circular is a formal disclosure document provided to potential investors when a company or issuer makes securities available for sale. It lays out what is being sold, the price and terms, key financial facts, management background, intended use of proceeds and the main risks — like the product label and instruction manual for an investment. Investors use it to compare options and judge whether the risk and potential return fit their needs.
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): May 12, 2026
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality of the United States | ||||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Exchange on which registered | ||||||||||||
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 3.02 Unregistered Sales of Equity Securities.
On May 12, 2026, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) priced an offering of $100 million (4,000,000 shares) of 6.875% Non-Cumulative Preferred Stock, Series I (the “Preferred Stock”). The Preferred Stock has a par value of $25.00 per share and a liquidation preference of $25.00 per share. The net proceeds before expenses to Farmer Mac from the offering of the Preferred Stock upon settlement are expected to be approximately $97 million. Farmer Mac intends to use the net proceeds of the offering for general corporate purposes. The Preferred Stock is not convertible or exchangeable into any other class or series of equity of Farmer Mac. The settlement date for the Preferred Stock offering is expected to be May 19, 2026.
The Preferred Stock was offered in reliance on an exemption from registration under Section 3(a)(2) of the Securities Act of 1933, as amended, because Farmer Mac, a Congressionally chartered corporation, is supervised by and acting as an instrumentality of the United States pursuant to authority granted by Congress.
Item 7.01 Regulation FD Disclosure.
On May 12, 2026, Farmer Mac issued a press release to announce the pricing of the offering of the Preferred Stock. A copy of the press release is attached to this report as Exhibit 99 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99 Press Release dated May 12, 2026
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: May 12, 2026
Farmer Mac Prices $100 Million of Series I
Preferred Stock
WASHINGTON, D.C., May 12, 2026 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A) today announced that it has agreed to issue $100 million of Tier 1 capital through the public offering of 6.875% non-cumulative perpetual Series I preferred stock, par value $25.00 per share. The preferred stock offering is expected to close on May 19, 2026, subject to customary closing conditions. Farmer Mac intends to use the net proceeds from the sale of the preferred stock for general corporate purposes. Farmer Mac expects to list the new series of preferred stock on the New York Stock Exchange under the symbol “AGM PRI.”
The dividend rate on the new Series I preferred stock will remain at a non-cumulative, fixed rate of 6.875% per year, when, as, and if a dividend is declared by the Board of Directors of Farmer Mac, for so long as the Series I preferred stock remains outstanding. The Series I preferred stock will have no maturity date, but Farmer Mac will have the option to redeem the preferred stock on any dividend payment date on and after July 17, 2031. Morgan Stanley & Co. LLC served as the Sole Book-Running Manager for this transaction. RBC Capital Markets, LLC and Wells Fargo Securities, LLC served as co-managers for this transaction.
The offering is being made pursuant to an exemption from registration under the Securities Act of 1933, as amended, and is being made solely by means of an offering circular. You may obtain a copy of the offering circular by contacting Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attn: Prospectus Department.
Forward-Looking Statements
In addition to historical information, this release includes forward-looking statements that reflect management’s current expectations for the preferred stock offering, Farmer Mac’s intended use of the proceeds from the offering and the closing date of the offering. You should pay particular attention to the important risk factors and cautionary statements described tin the “Risk Factors” section of the offering circular that relates to the offering referenced above, as well as the risk factors discussed in Farmer Mac’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 19, 2026, and Farmer Mac’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with the SEC on May 5, 2026. In light of these potential risks and uncertainties, no undue reliance should be placed on any forward-looking statements expressed in this release. The forward-looking statements contained in this release represent management’s expectations as of the date of this release. Farmer Mac undertakes no obligation to release publicly the results of revisions to any forward-looking statements included in the release to reflect new information or any future events or circumstances, except as the SEC otherwise requires.
About Farmer Mac
Farmer Mac is driven by its mission to increase the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure. Our secondary market provides liquidity to our nation’s agricultural and infrastructure businesses, supporting a vibrant and strong rural America. We offer a wide range of solutions to help meet financial institutions’ growth, liquidity, risk management, and capital relief needs across diverse markets, including agriculture, agribusiness, broadband infrastructure, power and utilities, and renewable energy. We are uniquely positioned to facilitate competitive access to financing that fuels growth, innovation, and prosperity in America’s rural and agricultural communities. Additional information about Farmer Mac is available on our website at www.farmermac.com.
CONTACT: Jalpa Nazareth, Investor Relations
Lisa Meyer, Media Inquiries
(202) 872-7700
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FAQ
What type of securities is Farmer Mac (AGM) offering in this 8-K?
Farmer Mac is offering 6.875% Non-Cumulative Perpetual Preferred Stock, Series I. The issue totals 4,000,000 shares, each with a $25 par value and $25 liquidation preference, qualifying as Tier 1 capital for the company.
How much capital will Farmer Mac (AGM) raise from the Series I preferred stock?
Farmer Mac plans to raise $100 million through the Series I preferred stock. It expects approximately $97 million in net proceeds before expenses, which will be used for general corporate purposes across its agricultural and rural infrastructure activities.
What dividend does Farmer Mac’s Series I preferred stock pay?
The Series I preferred stock carries a 6.875% non-cumulative fixed annual dividend. Payments are made only when, as, and if declared by Farmer Mac’s Board of Directors, and the rate remains fixed for as long as the shares are outstanding.
Will Farmer Mac (AGM) list the Series I preferred stock on an exchange?
Farmer Mac expects to list the Series I preferred stock on the New York Stock Exchange under the symbol AGM PRI. Listing on the NYSE is intended to provide liquidity and transparent market pricing for investors in the preferred shares.
Under what exemption is Farmer Mac’s Series I preferred offering being made?
The Series I preferred offering relies on the Section 3(a)(2) exemption of the Securities Act of 1933. Farmer Mac qualifies because it is a Congressionally chartered corporation supervised as an instrumentality of the United States with authority granted by Congress.