[8-K] Federal Agricultural Mortgage Corporation Class A Voting Reports Material Event

Rhea-AI Filing Summary

Form 4 filed for Plug Power (PLUG) discloses routine non-employee director compensation for Patrick Joggerst on 07/03/2025.

• Restricted stock: 76,531 common shares granted at $0; vests on the earlier of the first anniversary of the grant or the next annual meeting held ≥50 weeks after the prior meeting. Joggerst’s direct holdings rise to 178,201 shares.
• Stock options: 76,531 options with a $1.47 exercise price, expiring 07/03/2035; same vesting schedule as the restricted shares.

No shares were sold. The awards slightly increase potential dilution (≈0.01% of basic shares) but strengthen alignment between the director and shareholders by tying future value to share-price appreciation from a depressed base level. No immediate cash or earnings impact is expected, so the filing is considered neutral from a valuation standpoint.

Positive

• Alignment of interests: Equity awards encourage director focus on share-price appreciation.
• Low exercise price: $1.47 strike offers meaningful upside potential if PLUG executes turnaround.

Negative

• Future dilution: Additional 153,062 potential shares (stock & options) modestly increase share count.

Insights

Securities Analyst

TL;DR: Routine director equity grant; no buy/sell, neutral valuation impact, minor potential dilution.

The 76.5 k restricted shares and equal-sized option grant represent standard annual compensation under PLUG’s 2021 Incentive Plan. With a $1.47 strike—well below the 52-week high—the options could be motivating if the turnaround succeeds. However, the aggregate amount is immaterial versus Plug Power’s ~600 M shares outstanding, so dilution risk is negligible. Because there is no open-market purchase, the filing doesn’t signal insider conviction; nor does it suggest bearish sentiment. Overall impact on investment thesis: neutral.

Corporate Governance Expert

TL;DR: Grants align director incentives, follow policy, and raise no governance red flags.

The awards comply with the Non-Employee Director Compensation Plan and vest within one year, promoting near-term performance alignment while avoiding excessive entrenchment. The one-time full-vesting schedule is consistent with peer practice. No accelerated vesting triggers are noted, and the filing was timely, indicating sound disclosure controls. From a governance lens, the transaction is benign and maintains best-practice equity mix between full-value shares and at-the-money options.

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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): July 24, 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 7.01. Regulation FD Disclosure.

On July 24, 2025, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) issued a press release to announce the date and time of the conference call that Farmer Mac will hold to discuss its financial results for the fiscal quarter ended June 30, 2025. 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.

The information furnished in this Item 7.01, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor will any of such information or portion of the Exhibit be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.        Financial Statements and Exhibits.

(d)    Exhibits

    

99			Press Release dated July 24, 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.

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: July 24, 2025

FAQ

How many Plug Power shares were granted to director Patrick Joggerst?

He received 76,531 restricted shares on 07/03/2025.

What is the exercise price of the newly issued PLUG stock options?

The options allow purchase at $1.47 per share.

When will the restricted shares and options vest?

Both awards vest fully on the earlier of one year from grant or the next annual meeting held at least 50 weeks after the prior meeting.

How many PLUG shares does Joggerst own after the grant?

His direct beneficial ownership stands at 178,201 common shares.

Did the Form 4 include any share sales?

No. The filing reports only acquisitions; no shares were disposed of.