Farmer Mac (NYSE: AGM) grants EVP RSUs and stock appreciation rights

Rhea-AI Filing Summary

Brinch Brian M reported acquisition or exercise transactions in this Form 4 filing.

Federal Agricultural Mortgage Corp EVP and Chief Risk Officer Brian M. Brinch received new equity awards tied to the company’s Class C Non-Voting Common Stock. He was granted 1,257 stock appreciation rights for no cash consideration and additional restricted stock units under the company’s incentive plan.

The awards include 633 time-vested RSUs, scheduled to vest in three equal installments of 211 units on March 31, 2027, March 31, 2028, and March 31, 2029, contingent on continued employment. A further 316 performance-based RSUs are a target award vesting on March 31, 2029 if performance goals for cumulative core earnings before credit over the period from January 1, 2026 to December 31, 2028 and specified capital and asset quality “gatekeepers” are met, with a cap at 200% of target.

SEC Form 4

FORM 4

UNITED 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

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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^*

Brinch Brian M

(Last) (First) (Middle)

C/O FARMER MAC

2100 PENNSYLVANIA AVE., NW., SUITE 450N

(Street)

WASHINGTON DC 20037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Chief Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class C Non-Voting Common Stock	03/05/2026		A		633(1)	A	$0(1)	10,002(2)	D
Class C Non-Voting Common Stock	03/05/2026		A		316(3)(4)	A	$0(3)	10,318(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$162.15	03/05/2026		A		1,257		(5)	03/05/2036	Class C Non-Voting Common Stock	1,257	$0(6)	1,257	D

Explanation of Responses:

1. Grant of time-vested restricted stock units ("RSUs") under the Amended and Restated 2008 Omnibus Incentive Plan ("Plan") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") for no consideration. Each RSU represents the contingent right to receive, upon vesting, one share of Farmer Mac's Class C Non-Voting Common Stock. Includes three equal installments of 211 RSUs, each of which will vest on March 31, 2027, March 31, 2028, and March 31, 2029, respectively, if the Reporting Person remains an employee of Farmer Mac on those dates.

2. In addition to the RSUs reported in this filing, includes 1,649 unvested RSUs previously granted under the Plan, as described in more detail in the Reporting Person's prior filings under Section 16 of the Securities Exchange Act of 1934.

3. This is the target number of performance-based RSUs granted under the Plan for no consideration. Those RSUs will vest on March 31, 2029 if Farmer Mac meets performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2026 to December 31, 2028, subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics, as specified in the related award agreement.

4. Any adjustments to the target award will be reported at the time of the actual determination of performance as compared to the applicable threshold. In no event, however, will the number of shares actually awarded upon vesting exceed 200% of the number of RSUs in the target award.

5. Exercisable beginning March 31, 2027, with respect to 419 shares, beginning March 31, 2028, with respect to 419 shares, and beginning March 31, 2029, with respect to 419 shares.

6. Grant of stock appreciation rights under Farmer Mac's Plan for no consideration.

Remarks:

	Geraldine I. Hayhurst, as attorney-in-fact for Brian M. Brinch	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did AGM grant to Brian M. Brinch in this Form 4?

AGM granted Brian M. Brinch 1,257 stock appreciation rights and new restricted stock units in Class C Non-Voting Common Stock, all for no cash consideration, under its Amended and Restated 2008 Omnibus Incentive Plan as part of his executive compensation package.

How do Brian M. Brinch’s time-vested RSUs from AGM vest?

Brinch’s time-vested RSUs vest in three equal installments of 211 units each on March 31, 2027, March 31, 2028, and March 31, 2029, provided he remains an employee of Federal Agricultural Mortgage Corporation on each of those scheduled vesting dates.

What performance conditions apply to Brian M. Brinch’s AGM performance-based RSUs?

The performance-based RSUs are a target award vesting March 31, 2029 if Farmer Mac achieves performance objectives for cumulative core earnings before credit from January 1, 2026 to December 31, 2028, while also satisfying regulatory capital and specified asset quality gatekeeper requirements set out in the award agreement.

Is there a maximum payout on Brian M. Brinch’s AGM performance-based RSUs?

Yes. The number of shares ultimately delivered under the performance-based RSUs cannot exceed 200% of the target number granted. Any adjustment versus target will be determined after measuring performance against the stated objectives and reported at that time in a future Section 16 filing.

What does the Form 4 say about Brian M. Brinch’s previously granted AGM RSUs?

In addition to the new awards, the filing notes Brinch already holds 1,649 unvested restricted stock units from prior grants under the same plan. These earlier RSUs remain subject to their existing terms, as previously described in his prior Section 16 reports filed with the SEC.

When can Brian M. Brinch exercise his AGM stock appreciation rights?

The 1,257 stock appreciation rights become exercisable in three equal portions of 419 rights, beginning March 31, 2027, then March 31, 2028, and March 31, 2029. These rights were granted for no consideration under Farmer Mac’s omnibus incentive plan.