Farmer Mac - Federal Agricultural Mortgage Corporation

03/09/2026 | Press release | Distributed by Public on 03/09/2026 14:50

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hayhurst Geraldine I
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
(Last) (First) (Middle)
C/O FARMER MAC, 2100 PENNSYLVANIA AVENUE, SUITE 450N
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026
(Street)
WASHINGTON, DC 20037
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hayhurst Geraldine I
C/O FARMER MAC
2100 PENNSYLVANIA AVENUE, SUITE 450N
WASHINGTON, DC 20037
EVP - Chief Legal Officer

Signatures

Geraldine I. Hayhurst 03/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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