AGM Issues $100M Non‑Cumulative 6.50% Preferred; $97.1M Net Proceeds

Rhea-AI Filing Summary

The Federal Agricultural Mortgage Corporation (Farmer Mac) priced an offering of $100 million of 6.500% Non-Cumulative Preferred Stock, Series H, consisting of 4,000,000 shares with a $25.00 liquidation preference per share. Net proceeds to Farmer Mac before expenses are expected to be approximately $97.1 million, with settlement expected on August 25, 2025. The Preferred Stock is non-convertible and was offered under an exemption from registration pursuant to Section 3(a)(2) of the Securities Act due to Farmer Mac's status as a Congressionally chartered corporation acting as an instrumentality of the United States. Farmer Mac intends to use the net proceeds for general corporate purposes. A press release announcing the pricing was issued and is filed as Exhibit 99.

Positive

• Raised $100 million in preferred capital to provide liquidity
• Net proceeds of approximately $97.1 million available for general corporate purposes
• Non-convertible preferred stock preserves common equity and avoids dilution

Negative

• 6.500% dividend obligation introduces a recurring claim on earnings when dividends are declared
• Non-cumulative preference may still constrain future dividend policy and cash flow allocation

Insights

Securities Analyst

TL;DR: Farmer Mac raised $100M via 6.5% non‑cumulative preferred stock, producing ~$97.1M net for corporate use; issuance is non‑dilutive to common equity.

The issuance of Series H preferred shares provides Farmer Mac with near‑term liquidity of approximately $97.1 million before expenses. Because the shares are non‑convertible, this capital infusion does not increase common equity or dilute common shareholders' ownership stakes. However, the company now has a fixed preferred dividend obligation at a 6.500% rate (non‑cumulative), which represents an ongoing cash claim on earnings when dividends are declared. The offering relied on a registration exemption under Section 3(a)(2), reflecting Farmer Mac's special charter status rather than a public registration process. The financing appears straightforward and intended to support general corporate needs rather than fund a specific acquisition or program.

Corporate Finance Specialist

TL;DR: $97.1M net from preferred issuance strengthens liquidity while preserving common equity; creates preferred dividend obligations.

This preferred issuance is a capital‑raising tool that preserves the common equity base because shares are not convertible or exchangeable. The 6.500% dividend rate establishes a priority return for preferred holders when dividends are paid, which management must consider in cash planning. Settlement is expected August 25, 2025, and proceeds are earmarked for general corporate purposes. The use of the Section 3(a)(2) exemption is consistent with Farmer Mac's chartered status and permitted issuance mechanics.

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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): August 20, 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

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

On August 20, 2025, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) priced an offering of $100 million (4,000,000 shares) of 6.500% Non-Cumulative Preferred Stock, Series H (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 for the Preferred Stock upon settlement are expected to be approximately $97.1 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 August 25, 2025.

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 August 20, 2025, 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 August 20, 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/ Stephen P. Mullery

Name: Stephen P. Mullery

Title: Executive Vice President – General Counsel

Dated: August 20, 2025

FAQ

What did Farmer Mac (AGM) announce in this Form 8-K?

Farmer Mac announced pricing of $100 million of 6.500% Non‑Cumulative Preferred Stock, Series H (4,000,000 shares), with net proceeds expected to be approximately $97.1 million.

When is the settlement date for the Preferred Stock offering?

The settlement date for the Preferred Stock offering is expected to be August 25, 2025.

Are the Series H preferred shares convertible into common stock?

No. The Preferred Stock is not convertible or exchangeable into any other class or series of Farmer Mac equity.

How will Farmer Mac use the proceeds from the offering?

Farmer Mac intends to use the net proceeds for general corporate purposes.

Under what authority was the Preferred Stock offered without registration?

The Preferred Stock was offered in reliance on an exemption from registration under Section 3(a)(2) of the Securities Act due to Farmer Mac's status as a Congressionally chartered corporation.