Farmer Mac EVP Zachary Carpenter Settles SARs, Withholds 171 Shares for Taxes

Rhea-AI Filing Summary

Zachary Carpenter, Executive Vice President and Chief Business Officer of Federal Agricultural Mortgage Corporation (AGM), reported transactions on 08/26/2025 showing net activity from the exercise and settlement of stock appreciation rights (SARs) and related dispositions to cover taxes. The SAR exercise had a grant price of $120.38 and produced 353 underlying shares; Mr. Carpenter received 182 shares while 171 shares were withheld for tax withholding. The report shows a sequence of non-derivative Class C Non-Voting Common Stock transactions and a final reported beneficial ownership of 10,714 shares following the transactions. The filing also notes 4,408 unvested restricted stock units included in the reported beneficial ownership totals. No derivative securities remain beneficially owned following the reported SAR settlement.

Insights

Securities Analyst

TL;DR: Insider exercised SARs and received net shares; transaction appears routine and was executed in an open trading window.

This Form 4 discloses a net settlement of 851 vested stock appreciation rights granted in March 2022 at a grant price of $120.38, resulting in 353 underlying shares, of which 182 were delivered to Mr. Carpenter and 171 were withheld for taxes. The filings explicitly state the transaction occurred during an open trading window, and the final beneficial ownership reported is 10,714 shares. The disclosure also clarifies inclusion of 4,408 unvested restricted stock units in the beneficial ownership total. From a market-impact perspective, the sizes are modest relative to typical institutional holdings and do not indicate a change in control or a material shift in ownership.

Corporate Governance Expert

TL;DR: The filing documents routine insider compensation settlement and tax withholding; corporate governance protocols (open window) were followed.

The report shows compliance with Section 16 reporting for an officer-level insider and notes the exercise and net share settlement of SARs with tax withholding satisfied by retaining 171 shares. The form identifies the reporting person as an officer and director and confirms the filing was made by a single reporting person. There are no indications of atypical transfer, pledge, or related-party transactions, and the signature is by attorney-in-fact, consistent with procedural norms. Impact to governance or shareholder structure appears neutral.

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^*

Carpenter Zachary

(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 Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S		293(1)	D	$205.0866	10,532(2)	D
Class C Non-Voting Common Stock	08/26/2025		M		851(1)(3)	A	$120.38	11,383(2)	D
Class C Non-Voting Common Stock	08/26/2025		F		171(1)(3)	D	$206.01	11,212(2)	D
Class C Non-Voting Common Stock	08/26/2025		D		498(1)(3)	D	$206.01	10,714(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	$120.38	08/26/2025		M			851(1)(3)	03/31/2025	03/09/2032	Class C Non-Voting Common Stock	851	$0	0	D

Explanation of Responses:

1. Transaction effected during an open trading window for employees and directors of the Federal Agricultural Mortgage Corporation ("Farmer Mac").

2. Includes 4,408 unvested restricted stock units previously granted under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan, as described in more detail in the Reporting Person's prior filings under Section 16 of the Securities Exchange Act of 1934.

3. In connection with the net share settlement of the exercise of 851 vested stock appreciation rights ("SARs") granted in March 2022 with a grant price of $120.38 per share, Mr. Carpenter was entitled to receive 353 shares of Class C Non-Voting Common Stock of the Federal Agricultural Mortgage Corporation ("Farmer Mac"). Of these shares, Mr. Carpenter received 182 shares, and Farmer Mac retained 171 shares to satisfy tax withholding requirements arising from the exercise. The 498 shares reported as a disposition to the issuer of issuer equity securities represents the difference between the number of SARs exercised and the number of shares issuable as a result of the exercise. Each SAR represents the right to receive, upon exercise, the number of shares of Farmer Mac's Class C Non-Voting Common Stock equal to the excess of the fair market value of shares on the exercise date over the grant price.

Remarks:

	Stephen P. Mullery, as attorney-in-fact for Zachary Carpenter	08/28/2025
	** 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 transactions did AGM insider Zachary Carpenter report on Form 4?

The filing reports exercise and net settlement of 851 vested stock appreciation rights on 08/26/2025, producing 353 underlying shares; Mr. Carpenter received 182 shares and 171 were withheld for taxes.

How many shares does Zachary Carpenter beneficially own after the reported transactions?

The Form 4 reports a final beneficial ownership of 10,714 shares of Class C Non-Voting Common Stock following the transactions.

Were the transactions effected during an open trading window?

Yes. The filing states the transactions were effected during an open trading window for employees and directors of Farmer Mac.

Are unvested equity awards included in the beneficial ownership total?

Yes. The report indicates it includes 4,408 unvested restricted stock units previously granted under the company’s omnibus incentive plan.

Did the reporting person retain any derivative securities after the settlement?

No. The derivative section indicates 0 derivative securities beneficially owned following the reported SAR settlement.