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Federal Agricultural (NYSE: AGM) CFO granted new RSU and SAR incentives

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

Rhea-AI Filing Summary

Federal Agricultural Mortgage Corp EVP, CFO and Treasurer Matthew M. Pullins reported new equity awards. He acquired 2,631 stock appreciation rights for no consideration under Farmer Mac’s omnibus incentive plan, which become exercisable in three equal 877-share installments beginning on March 31, 2027, 2028, and 2029.

He also received time-vested restricted stock units (RSUs) covering 1,323 shares of Class C Non-Voting Common Stock, vesting in three equal 441-share installments on March 31, 2027, 2028, and 2029, if he remains employed. In addition, he was granted 662 performance-based RSUs that may vest on March 31, 2029, based on cumulative core earnings before credit and other specified performance and capital “gatekeeper” conditions, with the eventual payout capped at 200% of the target award.

Positive

  • None.

Negative

  • None.
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
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*
Pullins Matthew 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 - CFO and Treasurer
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 1,323(1) A $0(1) 2,814(2) D
Class C Non-Voting Common Stock 03/05/2026 A 662(3)(4) A $0(3) 3,476(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 2,631 (5) 03/05/2036 Class C Non-Voting Common Stock 2,631 $0(6) 2,631 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 441 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 1,491 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 877 shares, beginning March 31, 2028, with respect to 877 shares, and beginning March 31, 2029, with respect to 877 shares.
6. Grant of stock appreciation rights under Farmer Mac's Plan for no consideration.
Remarks:
Geraldine I. Hayhurst, as attorney-in- fact for Matthew M. Pullins 03/09/2026
** Signature of Reporting Person Date
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.

FAQ

What insider transactions did AGM EVP-CFO Matthew Pullins report on this Form 4?

Matthew M. Pullins reported three equity award grants: 2,631 stock appreciation rights and RSUs covering 1,323 and 662 shares of AGM Class C Non-Voting Common Stock. All awards were granted for no consideration under the company’s omnibus incentive plan.

How do the time-vested RSUs granted to AGM’s Matthew Pullins vest?

The time-vested RSUs cover 1,323 AGM Class C shares, split into three equal 441-share installments. These RSUs vest on March 31, 2027, March 31, 2028, and March 31, 2029, provided Mr. Pullins remains an employee of Federal Agricultural Mortgage Corporation.

What performance conditions apply to Matthew Pullins’s AGM performance-based RSUs?

The performance-based RSUs cover 662 target shares and may vest on March 31, 2029. Vesting depends on Farmer Mac’s cumulative core earnings before credit from January 1, 2026 to December 31, 2028, and on meeting regulatory capital and asset quality “gatekeeper” conditions.

When do Matthew Pullins’s AGM stock appreciation rights become exercisable?

The 2,631 stock appreciation rights become exercisable in three equal tranches of 877 rights. They are exercisable beginning March 31, 2027, March 31, 2028, and March 31, 2029, respectively, aligning with a multi‑year vesting schedule under the incentive plan.

Did Matthew Pullins pay any cash for the AGM equity awards reported?

No cash payment was required. The filing states the RSUs and stock appreciation rights were granted for no consideration under Federal Agricultural Mortgage Corporation’s Amended and Restated 2008 Omnibus Incentive Plan as part of his equity compensation.

Are there limits on how many AGM shares Matthew Pullins can receive from the performance RSUs?

Yes. The 662 performance-based RSUs represent a target award. The filing notes that any adjustment will be set when performance is measured, and the number of shares ultimately delivered cannot exceed 200% of the target RSU amount.
Federal Agric Mtg Corp

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