Executive Geraldine Hayhurst (AGM) receives RSUs and stock appreciation rights awards

Rhea-AI Filing Summary

Hayhurst Geraldine I reported acquisition or exercise transactions in this Form 4 filing.

Federal Agricultural Mortgage Corp EVP and Chief Legal Officer Geraldine I. Hayhurst received new equity-based awards in the form of stock appreciation rights and restricted stock units. On March 5, 2026, she was granted 1,461 stock appreciation rights and a total of 1,103 Class C Non-Voting Common Stock RSUs for no cash consideration.

The RSUs include 735 time-vested units, splitting into three equal installments of 245 RSUs vesting on March 31, 2027, 2028, and 2029, contingent on continued employment. An additional 368 performance-based RSUs may vest on March 31, 2029, depending on cumulative core earnings before credit from January 1, 2026 to December 31, 2028 and gatekeeper tests tied to regulatory capital and asset quality. The stock appreciation rights become exercisable in three equal 487-share tranches beginning on the same March 31 dates from 2027 through 2029.

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

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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^*

Hayhurst Geraldine I

(Last) (First) (Middle)

C/O FARMER MAC

2100 PENNSYLVANIA AVENUE, 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 Legal 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		735(1)	A	$0(1)	735	D
Class C Non-Voting Common Stock	03/05/2026		A		368(2)(3)	A	$0(2)	1,103	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		1,461		(4)	03/05/2036	Class C Non-Voting Common Stock	1,461	$0(5)	1,461	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 245 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. 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.

3. 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.

4. Exercisable beginning March 31, 2027, with respect to 487 shares, beginning March 31, 2028, with respect to 487 shares, and beginning March 31, 2029, with respect to 487 shares.

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

Remarks:

	Geraldine I. Hayhurst	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 Geraldine I. Hayhurst on March 5, 2026?

AGM granted Geraldine I. Hayhurst 1,461 stock appreciation rights and 1,103 restricted stock units tied to Class C Non-Voting Common Stock. These awards were granted for no cash consideration under AGM’s Amended and Restated 2008 Omnibus Incentive Plan.

How do the time-vested RSUs for AGM’s Geraldine Hayhurst vest?

Hayhurst received 735 time-vested RSUs, split into three equal installments of 245 RSUs. Each installment vests on March 31, 2027, March 31, 2028, and March 31, 2029, provided she remains an employee of Federal Agricultural Mortgage Corp on those dates.

What performance conditions apply to Geraldine Hayhurst’s AGM performance-based RSUs?

Hayhurst’s 368 performance-based RSUs may vest on March 31, 2029 if AGM meets performance objectives tied to cumulative core earnings before credit from January 1, 2026 to December 31, 2028, subject to regulatory capital and asset quality gatekeeper conditions.

Can the number of AGM shares from Geraldine Hayhurst’s performance RSUs increase or decrease?

Yes. The filing states that adjustments to the target performance-based RSU award will be determined when actual performance is measured, but the shares ultimately awarded cannot exceed 200% of the target RSU number described in the grant.

When do Geraldine Hayhurst’s AGM stock appreciation rights become exercisable?

The 1,461 stock appreciation rights become exercisable in three equal tranches of 487 rights each. They are exercisable beginning on March 31, 2027, March 31, 2028, and March 31, 2029, according to the footnote disclosures in the award.

What stock class underlies Geraldine Hayhurst’s AGM RSU awards?

Each RSU granted to Geraldine Hayhurst represents the contingent right to receive one share of AGM’s Class C Non-Voting Common Stock upon vesting. This applies to both the time-vested RSUs and the performance-based RSUs granted under the company’s incentive plan.