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

Rhea-AI Filing Summary

Radius Recycling, Inc. (RDUS) – SEC Form 4 insider filing

Director Gregory R. Friedman reported the disposition of his entire equity position in connection with the completion of Radius Recycling’s merger with Toyota Tsusho America, Inc. on July 10 2025.

• Transaction: Disposition (Code D) of 18,739.541 shares of Class A common stock on 07/10/2025.
• Consideration: Each share was converted into the right to receive $30.00 in cash pursuant to the Agreement and Plan of Merger dated 03/13/2025.
• Deferred Stock Units: The total includes 9,607 unvested DSU awards that vested immediately at closing and were cancelled for the same cash amount plus accrued dividend equivalents.
• Post-transaction ownership: Mr. Friedman now holds 0 RDUS shares; no derivative securities were reported.

The filing confirms that Radius Recycling is now a wholly-owned subsidiary of Toyota Tsusho America and that all public shares have been converted to cash.

Positive

• Merger consummated: Filing confirms completion of the Toyota Tsusho America acquisition, triggering the agreed $30 cash payout per share.
• Cash certainty: Shareholders, including insiders, receive immediate liquidity at the specified price.
• DSU acceleration: 9,607 deferred stock units vested and were cashed out, eliminating overhang of future dilution.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider Form 4 confirms $30-per-share cash-out as Radius Recycling’s merger with Toyota Tsusho closes; shareholder equity converted, insider exits.

The Form 4 substantiates the legal closing of the Toyota Tsusho acquisition. All outstanding RDUS shares, including 18,739.541 held by Director Gregory Friedman, were exchanged for $30 cash, extinguishing public equity. No derivatives remain, indicating a clean buy-out structure. For investors this is largely a procedural disclosure, but it provides definitive evidence that the deal reached consummation and payments are due. Impact is neutral: payout terms were previously announced and no new valuation data are introduced.

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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 10, 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 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 10, 2025, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) issued a press release to elaborate on the previously disclosed resignation of its principal financial officer, Aparna Ramesh, effective July 31, 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 10, 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 10, 2025

FAQ

When did Radius Recycling (RDUS) complete its merger with Toyota Tsusho America?

The merger closed on July 10 2025.

What cash consideration did RDUS shareholders receive in the merger?

Each share of Class A or Class B common stock was converted to $30.00 in cash.

How many shares did Director Gregory R. Friedman dispose of according to the Form 4?

He disposed of 18,739.541 shares, including DSU equivalents.

How were deferred stock unit (DSU) awards treated in the transaction?

All 9,607 DSUs vested immediately and were cashed out at $30 per underlying share plus accrued dividends.

Does the insider hold any RDUS shares after the merger?

No. The Form 4 shows 0 shares beneficially owned following the transaction.