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Farmer Mac (NYSE: AGM) CEO shares withheld to cover RSU taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Federal Agricultural Mortgage Corp Chief Executive Officer Bradford T. Nordholm had several batches of restricted stock units vest, and the company withheld shares to cover tax obligations. A total of 15,949 shares of Class C Non-Voting Common Stock were withheld at $144.36 per share under the company’s tax policy.

After these tax-withholding dispositions, Nordholm directly owned 37,430.4506 shares of Class C Non-Voting Common Stock. The footnotes explain that both time-based and performance-based restricted stock units from awards granted in 2023, 2024, and 2025 vested on March 31, 2026, triggering these routine withholding transactions rather than open-market sales.

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Insider NORDHOLM BRADFORD T
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Price or Tax Liability Class C Non-Voting Common Stock 15,949 $144.36 $2.30M
Holdings After Transaction: Class C Non-Voting Common Stock — 37,430.4506 shares (Direct)
Footnotes (4)
  1. F1. On March 31, 2026, (i) 1,449 restricted stock units vested as the third installment of the time-based award granted in March 2023, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 700 shares to satisfy withholding requirements, (ii) 4,348 performance-based restricted stock units vested that were granted in March 2023 (2,174 target units vesting at a 200% performance factor), for which Farmer Mac retained 2,101 shares to satisfy withholding requirements, (iii) 1,305 restricted stock units vested as the second installment of the time-based award granted in March 2024, for which Farmer Mac retained 631 shares to satisfy withholding requirements, and (iv) 1,313 restricted stock units vested as the first installment of the time-based award granted in March 2025, for which Farmer Mac retained 635 shares to satisfy withholding requirements.
  2. F2. On March 31, 2026, 24,600 performance-based restricted stock units vested that were granted in March 2023 (15,00 target units vesting at a 164% performance factor), for which Farmer Mac retained 11,882 shares to satisfy withholding requirements.
  3. F3. In accordance with a policy adopted by the Human Capital and Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by Farmer Mac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before the vesting date.
  4. F4. Includes 16,694 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock units have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission. The total amount of securities beneficially owned has been adjusted since the Reporting Person's last filing to reflect (i) 2,174 more shares that vested on March 31, 2026, as a result of applying a 200% performance factor to 2,174 target restricted stock units granted in March 2023 and (ii) 9,600 more shares that vested on March 31, 2026, as a result of applying a 164% performance factor to 15,000 target restricted stock units granted in March 2023.
Shares withheld for taxes 15,949 shares Class C Non-Voting Common Stock withheld on March 31, 2026
Withholding price per share $144.36/share Closing price used to calculate tax-withholding shares
Shares owned after transaction 37,430.4506 shares Direct holdings of Class C Non-Voting Common Stock after March 31, 2026
Unvested restricted stock units 16,694 units Unvested RSUs previously granted under Amended and Restated 2008 Omnibus Incentive Plan
2023 time-based RSUs vested (installment) 1,449 units Third installment from March 2023 time-based award vesting March 31, 2026
2023 performance-based RSUs vested 4,348 units Performance-based RSUs from March 2023 vesting at 200% factor
Additional 2023 performance-based RSUs vested 24,600 units Performance-based RSUs from March 2023 vesting at 164% factor
Shares withheld on large performance grant 11,882 shares Shares retained by Farmer Mac to satisfy taxes on 24,600-unit vesting
restricted stock units financial
"1,449 restricted stock units vested as the third installment of the time-based award"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance-based restricted stock units financial
"4,348 performance-based restricted stock units vested that were granted in March 2023"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
withholding requirements financial
"Farmer Mac retained 700 shares to satisfy withholding requirements"
Amended and Restated 2008 Omnibus Incentive Plan financial
"Includes 16,694 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan"
closing price financial
"the price used for the calculation of the number of shares withheld ... is the closing price of Farmer Mac's Class C Non-Voting Common Stock"

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FAQ

What did AGM CEO Bradford Nordholm report in this Form 4 filing?
AGM CEO Bradford Nordholm reported that restricted stock units vested and 15,949 Class C shares were withheld to cover taxes. These were routine tax-withholding dispositions tied to vesting equity awards, not open-market purchases or sales of Federal Agricultural Mortgage Corp stock.

How many AGM shares were withheld for Bradford Nordholm’s tax obligations?
A total of 15,949 Class C Non-Voting Common Stock shares were withheld at $144.36 per share. The company used its standard policy of applying the closing price from the last trading day before vesting to calculate the number of shares needed for tax withholding.

How many AGM shares does Bradford Nordholm own after this transaction?
After the tax-withholding disposition, Bradford Nordholm directly owned 37,430.4506 shares of AGM Class C Non-Voting Common Stock. This figure reflects adjustments from multiple restricted stock unit awards that vested on March 31, 2026 and the associated shares withheld for taxes.

Which restricted stock unit awards vested for AGM CEO Bradford Nordholm?
Time-based and performance-based restricted stock units granted in March 2023, March 2024, and March 2025 vested. This included installments of time-based awards and performance-based awards that paid out above target, leading to more shares vesting based on disclosed performance factors.

Were any of Bradford Nordholm’s AGM transactions open-market sales or buys?
No open-market sales or purchases were reported. The Form 4 shows a tax-withholding disposition, where AGM retained vested shares to satisfy tax liabilities under equity awards, rather than Nordholm actively buying or selling shares in the open market.

How were the AGM tax-withholding share amounts calculated for Nordholm?
The number of shares withheld was based on the closing price of AGM Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before vesting. This policy, adopted by the Human Capital and Compensation Committee, determines how many shares cover the tax liability.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NORDHOLM BRADFORD T
(Last)(First)(Middle)
C/O FARMER MAC
2100 PENNSYLVANIA AVE., NW, SUITE 450N
(Street)
WASHINGTON DISTRICT OF COLUMBIA 20037
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class C Non-Voting Common Stock03/31/2026F15,949(1)(2)D$144.36(3)37,430.4506(4)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On March 31, 2026, (i) 1,449 restricted stock units vested as the third installment of the time-based award granted in March 2023, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 700 shares to satisfy withholding requirements, (ii) 4,348 performance-based restricted stock units vested that were granted in March 2023 (2,174 target units vesting at a 200% performance factor), for which Farmer Mac retained 2,101 shares to satisfy withholding requirements, (iii) 1,305 restricted stock units vested as the second installment of the time-based award granted in March 2024, for which Farmer Mac retained 631 shares to satisfy withholding requirements, and (iv) 1,313 restricted stock units vested as the first installment of the time-based award granted in March 2025, for which Farmer Mac retained 635 shares to satisfy withholding requirements.
2. On March 31, 2026, 24,600 performance-based restricted stock units vested that were granted in March 2023 (15,00 target units vesting at a 164% performance factor), for which Farmer Mac retained 11,882 shares to satisfy withholding requirements.
3. In accordance with a policy adopted by the Human Capital and Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by Farmer Mac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before the vesting date.
4. Includes 16,694 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock units have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission. The total amount of securities beneficially owned has been adjusted since the Reporting Person's last filing to reflect (i) 2,174 more shares that vested on March 31, 2026, as a result of applying a 200% performance factor to 2,174 target restricted stock units granted in March 2023 and (ii) 9,600 more shares that vested on March 31, 2026, as a result of applying a 164% performance factor to 15,000 target restricted stock units granted in March 2023.
Remarks:
Geraldine I. Hayhurst, as attorney-in-fact for Bradford T. Nordholm04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR