[8-K] FEDERAL AGRICULTURAL MORTGAGE CORP Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The Federal Agricultural Mortgage Corporation (“Farmer Mac”) is formalizing its CEO succession by setting July 1, 2026 as the date when Zachary N. Carpenter becomes Chief Executive Officer, succeeding Bradford T. Nordholm. Mr. Nordholm will serve as senior advisor to the CEO with the honorary title of CEO Emeritus through September 30, 2026.
An amended employment agreement adjusts Mr. Nordholm’s 2026 compensation, including prorated incentive salary and restricted stock units based on his service through the transition termination date, and revises his COBRA coverage period. Farmer Mac highlights that under Mr. Nordholm’s leadership since October 2018, it doubled annual earnings and grew outstanding business volume to more than $34 billion.
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Insights
Farmer Mac confirms a planned CEO transition with detailed terms for the outgoing leader.
Farmer Mac’s Board has locked in July 1, 2026 for Zachary Carpenter to assume the CEO role, with Bradford Nordholm shifting to senior advisor and CEO Emeritus through September 30, 2026. This follows a succession plan first outlined in September 2025, signaling continuity rather than an abrupt leadership change.
The Third Amendment to Mr. Nordholm’s employment agreement clarifies how his 2026 incentive salary and RSUs will be prorated to his service period and when they will be paid or vest. It also revises his COBRA coverage period, providing clearer visibility into his transition package without introducing large new obligations described in the text.
For investors, the filing emphasizes Farmer Mac’s performance under Mr. Nordholm, including doubled annual earnings and more than $34 billion of outstanding business volume, while positioning Mr. Carpenter—already President and COO—as a continuity candidate. Future filings may elaborate on Carpenter-era strategy and any changes in capital allocation or risk appetite.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 3, 2026
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality of the United States | ||||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (202 ) 872-7700
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)Retirement of Chief Executive Officer
On September 25, 2025, Bradford T. Nordholm (“Mr. Nordholm”), the President and Chief Executive Officer of the Federal Agricultural Mortgage Corporation (“Farmer Mac”), advised the company that he is retiring on March 31, 2027, subject to earlier retirement upon mutual agreement of Mr. Nordholm and Farmer Mac.
On June 3, 2026, the Board of Directors (the “Board”) and Mr. Nordholm agreed to terms for Mr. Nordholm’s earlier retirement as Chief Executive Officer of Farmer Mac effective as of July 1, 2026. Mr. Nordholm will continue to support the Chief Executive Officer transition at Farmer Mac through September 30, 2026, as senior advisor to Farmer Mac’s Chief Executive Officer, with the honorary title of CEO Emeritus.
(c) Appointment of Chief Executive Officer
On June 3, 2026, the Board affirmed that Zachary N. Carpenter (“Mr. Carpenter”) would begin service as Farmer Mac’s Chief Executive Officer on July 1, 2026, according to its September 25, 2025, designation of Mr. Carpenter as Mr. Nordholm’s successor and appointment of Mr. Carpenter as Farmer Mac’s Chief Executive Officer upon Mr. Nordholm’s last day of employment as Farmer Mac Chief Executive Officer.
Additional information regarding Mr. Carpenter can be found in the Current Report on Form 8-K filed with the SEC on September 30, 2025 (the “September Form 8-K”).
A description of Mr. Carpenter’s compensation arrangement with Farmer Mac is set forth under Item 5.02(e) of this report.
(e) Compensatory Arrangements of Certain Officers
Bradford T. Nordholm’s Amended Employment Agreement
On June 3, 2026, Farmer Mac entered into the Third Amendment to Amended Employment Agreement (the “Third Amendment”) with Mr. Nordholm. The Third Amendment amends portions of the existing amended employment agreement between Farmer Mac and Mr. Nordholm dated December 23, 2020, as amended by the First Amendment to Amended Employment Agreement dated September 28, 2022, and as further amended by the Second Amendment to Amended Employment Agreement dated September 25, 2025 (collectively, together with the Third Amendment the “Nordholm Employment Agreement”). The Third Amendment provides as follows:
• Reflects the mutual agreement of Mr. Nordholm and Farmer Mac with respect to the early termination of Mr. Nordholm’s employment as Chief Executive Officer of Farmer Mac effective as of July 1, 2026 (the “Transition Start Date”) and provides that from the Transition Start Date through September 30, 2026 (the “Transition Termination Date”) Mr. Nordholm will be employed as a senior advisor to the Chief Executive Officer of Farmer Mac, with the honorary title of CEO Emeritus, reporting to the Chief Executive Officer of Farmer Mac who will determine and direct Mr. Nordholm’s duties.
• Provides that Mr. Nordholm’s incentive salary (annual cash bonus) it will be: (A) payable in a lump sum no later than ten (10) business days following the adjournment of the first regularly scheduled meeting of the Board following the Transition Termination Date; (B) determined based on Farmer Mac’s pro forma performance through the end of the most recently completed fiscal quarter on or prior to the Transition Termination Date, in relation to threshold, target, and maximum amounts for various metrics specified by the Compensation Committee of the Board, so it may be paid below, at, or above the incentive salary target; and (C) prorated based on the number of days Mr. Nordholm is employed by Farmer Mac during 2026 through the Transition Termination Date.
• Provides that the amount of 2026 RSUs granted to Mr. Nordholm in 2026 shall be prorated to reflect the actual number of days Mr. Nordholm was employed by Farmer Mac after January 1, 2026 through the Transition Termination Date and such 2026 RSU’s will vest on the Transition Termination Date.
• Amends the period of time for which Mr. Nordholm is entitled to payment or reimbursement for COBRA coverage.
Except as specifically set forth in the Third Amendment, all other terms and conditions of the Nordholm Employment Agreement remain unmodified and in full force and effect.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this report. Mr. Nordholm's Amended Employment Agreement dated December 23, 2020 was filed as Exhibit 10.1 to the Current Report on Form 8-K filed December 30, 2020. Mr. Nordholm’s First Amendment to Amended Employment Agreement dated September 28, 2022 was filed as Exhibit 10.1 to the Current Report on Form 8-K filed October 4, 2022. Mr. Nordholm’s Second Amendment to Amended Employment Agreement dated September 25, 2025 was filed as Exhibit 10.1 to the Current Report on Form 8-K filed September 30, 2025. These exhibits are incorporated by reference in this report.
Zachary N. Carpenter Employment Agreement as President and Chief Executive Officer
Details of Mr. Carpenter’s compensation arrangement for his appointment as Chief Executive Officer were included the September Form 8-K and the Employment Agreement between Mr. Carpenter and Farmer Mac was included as Exhibit 10.2 to the September Form 8-K, and such exhibit is incorporated by reference in this report.
Item 7.01 Regulation FD Disclosure.
On June 8, 2026, Farmer Mac issued a press release to announce that its Board had approved July 1, 2026, as the effective date for Mr. Carpenter, currently President and Chief Operating Officer, to assume the role of Chief Executive Officer, succeeding Mr. Nordholm. Mr. Nordholm will transition to serve as senior advisor to the Chief Executive Officer with the honorary title of CEO Emeritus through September 30, 2026.
A copy of the press release is attached to this report as Exhibit 99. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.
The information furnished in this Item 7.01, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, nor will any of such information or portion of Exhibit 99 be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Third Amendment to Amended Employment Agreement between Farmer Mac and Bradford T. Nordholm dated June 3, 2026.
99 Press Release dated June 8, 2026
104 Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
By: /s/ Geraldine I. Hayhurst
Name: Geraldine I. Hayhurst
Title: Executive Vice President – Chief Legal Officer
Dated: June 8, 2026
Farmer Mac Announces Effective Date for Completion of CEO Succession
- Bradford T. Nordholm to transition to Senior Advisor to CEO Zachary N. Carpenter -
WASHINGTON, D.C., June 8, 2026 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A), the nation’s secondary market provider that increases the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure, announced today that its Board of Directors has approved July 1, 2026, as the effective date for Zachary N. Carpenter, currently President and Chief Operating Officer, to assume the role of CEO, succeeding Bradford T. Nordholm. Mr. Nordholm will transition to serve as senior advisor to the CEO with the honorary title of CEO Emeritus through September 30, 2026.
The appointment marks the next step in the leadership transition plan Farmer Mac announced in September 2025, when Mr. Carpenter was appointed President and Chief Operating Officer and named as Mr. Nordholm’s successor. Since then, Mr. Carpenter has worked closely with Mr. Nordholm, the Board of Directors, and Farmer Mac’s executive leadership as part of a planned transition period designed to support continuity and position the company for its next chapter of mission-focused growth.
“The Board has been very pleased with the thoughtful, cooperative, and seamless handoff between Brad and Zack over the past several months,” said Lowell L. Junkins, Board Chair. “The strength of that transition reflects a company that is aligned, well informed, and united by a strong culture and a clear commitment to its mission. Brad’s leadership has left Farmer Mac stronger, more resilient, and well positioned for the future. As Zack steps into the CEO role, the Board is confident in his leadership, his strategic vision, and his ability to build on Farmer Mac’s strong momentum.”
Mr. Nordholm was appointed as Farmer Mac’s President and Chief Executive Officer in October 2018 and has led the company through a period of significant growth, strong financial performance, business diversification, and continued mission alignment. During his tenure, Farmer Mac doubled its annual earnings, grew outstanding business volume to more than $34 billion, and delivered top-tier shareholder returns among S&P Financials.
“Farmer Mac has never been in better condition and is well prepared for the future,” said Mr. Nordholm. “We have built a durable operating model, delivered exceptional financial performance, developed an outstanding executive leadership team, and are now driving impressive momentum across each of our operating segments. Now is an excellent time for this transition and for Zack to step into the CEO role. Zack understands Farmer Mac’s mission, our customers, our markets, and our opportunities, and I have great confidence in Zack and the team as they lead Farmer Mac forward. It has been the highpoint of my career to help advance Farmer Mac’s mission for rural America. I am deeply grateful to our Board, our employees, and
our stakeholders for all we have accomplished together and excited for the impact Farmer Mac will continue to deliver in the years ahead.”
Mr. Carpenter joined Farmer Mac in May 2019 after roles with increasing responsibility and diversity of experience at CoBank, Goldman Sachs, and Johnson & Johnson. Since joining Farmer Mac, he has played a key leadership role in the company’s strategy, business development, and portfolio diversification, including the expansion of Farmer Mac’s support for Renewable Energy, Broadband Infrastructure, and Corporate AgFinance, as well as the continued growth of its Farm & Ranch and Power & Utilities businesses. His work has helped deepen Farmer Mac’s mission-focused impact that is benefiting both Farmer Mac and rural America through changing market cycles. Mr. Carpenter has also been instrumental in strengthening Farmer Mac’s stakeholder relationships by building new connections with financial institutions and strategic partners in sectors that were new to the company.
“I am honored to step into the role of Chief Executive Officer and grateful for the trust placed in me by the Board,” said Mr. Carpenter. “Brad’s leadership has shaped Farmer Mac in lasting ways, and I am committed to carrying that legacy forward while leading the company into its next chapter. Farmer Mac has the mission, the people, the operating model, and the market opportunity to continue serving our customers, strengthening rural America, and creating durable value for our shareholders. I look forward to leading Farmer Mac with confidence, focus, and a deep commitment to the mission that is driving positive change and accelerating opportunities across rural America.”
About Farmer Mac
Farmer Mac is driven by its mission to increase the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure. Our secondary market provides liquidity to our nation’s agricultural and infrastructure businesses, supporting a vibrant and strong rural America. We offer a wide range of solutions to help meet financial institutions’ growth, liquidity, risk management, and capital relief needs across diverse markets, including agriculture, agribusiness, broadband infrastructure, power and utilities, and renewable energy. We are uniquely positioned to facilitate competitive access to financing that fuels growth, innovation, and prosperity in America’s rural and agricultural communities. Additional information about Farmer Mac is available on our website at www.farmermac.com.
CONTACT: Jalpa Nazareth, Investor Relations
Lisa Meyer, Media Inquiries
(202) 872-7700
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