Federal Agricultural Mortgage (AGM) Form 4: 1,137 RSUs granted to EVP Mullery

Rhea-AI Filing Summary

Stephen P. Mullery, EVP and General Counsel of Federal Agricultural Mortgage Corporation (AGM), received 1,137 restricted stock units (RSUs) of Class C Non-Voting Common Stock on 08/21/2025 under the company’s Amended and Restated 2008 Omnibus Incentive Plan for no consideration, pursuant to a Transition Agreement dated August 14, 2025. The RSUs are scheduled to vest on May 2, 2026 subject to continued employment through April 3, 2026 and the effectiveness of a Separation Agreement and General Release of All Claims. After the grant, the reporting person beneficially owns 19,442 shares (this total includes 3,072 unvested RSUs from prior grants). The award is non-voting Class C stock and was granted in accordance with the Plan.

Positive

• Retention-focused award: RSUs vesting in 2026 provide a clear retention incentive during transition
• Documented under Plan: Grant executed under the Amended and Restated 2008 Omnibus Incentive Plan, indicating formal compensation governance

Negative

• No voting rights: Awarded shares are Class C Non-Voting Common Stock, so grant does not affect shareholder voting control
• Contingent vesting: Vesting requires continued employment and effectiveness of a Separation Agreement and Release, so payout is not guaranteed

Insights

Corporate Governance Expert

TL;DR: A compensation-linked RSU grant tied to a transition agreement increases retention incentives but carries no voting power due to Class C designation.

The grant of 1,137 RSUs to the EVP/General Counsel under a Transition Agreement is a standard retention and transition mechanism. Because the units are Class C Non-Voting Common Stock, the award does not change voting control. Vesting is conditional on continued employment through a specified date and on a Separation Agreement and Release, which ties payout to negotiated departure terms. This structure aligns executive incentives with a managed transition while protecting shareholder governance rights.

Compensation & Securities Analyst

TL;DR: The grant is compensation-focused and time-vesting; materiality to investors is limited absent larger equity or cash values disclosed.

The RSU grant was issued for no cash consideration and vests on a single future date, creating a short-term retention vehicle. The filing discloses the post-grant beneficial ownership of 19,442 shares including prior unvested RSUs, but does not state the grant-date valuation or impact on diluted share count. Without dollar values or percentage ownership relative to outstanding shares, the economic and dilution impact cannot be measured from this filing alone.

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^*

Mullery Stephen P

(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 - General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		1,137(1)	A	$0(1)	19,442(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

Explanation of Responses:

1. Grant of restricted stock units ("RSUs") of Class C Non-Voting Common Stock under the Amended and Restated 2008 Omnibus Incentive Plan ("Plan") of the Federal Agricultural Mortgage Corporation ("Farmer Mac") for no consideration and in accordance with the Transition Agreement dated August 14, 2025 between Farmer Mac and the Reporting Person. All of the RSUs are scheduled to vest on May 2, 2026, subject to the terms of the related RSU award agreement, including continued employment through April 3, 2026 and the effectiveness of a Separation Agreement and General Release of All Claims.

2. In addition to the RSUs reported in this filing, includes 3,072 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.

Remarks:

	Stephen P. Mullery	08/25/2025
	** 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

Who received securities in the Form 4 for AGM?

Stephen P. Mullery, EVP and General Counsel of Federal Agricultural Mortgage Corporation (AGM).

What securities were acquired according to the Form 4?

1,137 restricted stock units (RSUs) of Class C Non-Voting Common Stock were granted on 08/21/2025.

When do the RSUs vest and what conditions apply?

The RSUs are scheduled to vest on May 2, 2026, subject to continued employment through April 3, 2026 and the effectiveness of a Separation Agreement and General Release of All Claims.

How many shares does the reporting person beneficially own after the grant?

The filing reports 19,442 shares beneficially owned following the transaction, which includes 3,072 unvested RSUs from prior grants.

Were any cash payments made for the RSUs?

No consideration was paid for the RSUs; they were granted for no consideration under the company’s Plan.