FEDERAL AGRICULTURAL MORTGAGE CORP (AGM)

Risk Factors

Information about risk factors can be found in “Management’s "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Forward-Looking Statements” Statements" in Part I, Item 2 of this Form 10-Q and in Part I, Item 1A of Farmer Mac’s 2025 Annual Report.

Unregistered Sales of Equity Securities and Use of Proceeds

(a) Farmer Mac is a federally chartered instrumentality of the United States whose debt and equity securities are exempt from registration under Section 3(a)(2) of the Securities Act of 1933. During the first second quarter 2026, the following transactions occurred related to Farmer Mac's equity securities that were not registered under the Securities Act of 1933 and were not otherwise reported on a Current Report on Form 8-K:

Class C Non-Voting Common Stock

. Under Farmer Mac's policy that permits directors of Farmer Mac to elect to receive shares of Class C non-voting common stock in lieu of their cash retainers, Farmer Mac issued an aggregate of 344 415 shares of its Class C non-voting common stock in January April 2026 to the seven directors who elected to receive stock in lieu of their cash retainers. Farmer Mac calculated the number of shares issued to the directors based on a price of $175.57 $148.35 per share, which was the closing price of the Class C non-voting common stock on December March 31, 2025 2026 (the last trading day of the previous quarter) as reported by the New York Stock Exchange.

In addition to the March 5, 2026 grants of stock appreciation rights ("SARs") and restricted stock units ("RSUs") to the five named executive officers and fourteen directors reported in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 11, 2026, Farmer Mac made the following additional grants under its Amended and Restated 2008 Omnibus Incentive Plan on March 5, 2026 to other individuals as incentive compensation:

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an aggregate of 3,945 SARs to four officers, which have the same terms as the SARs

granted to the named executive officers on March 5, 2026 – a grant price of $162.15 per share, an

expiration date of March 5, 2036, and scheduled to vest in three equal annual installments on each

of March 31, 2027, March 31, 2028, and March 31, 2029;

•

an aggregate of 992 target number of performance-vested RSUs to four officers, which

have the same terms as the performance-vested RSUs granted to the named executive officers on

March 5, 2026 and are eligible for "cliff" vesting on March 31, 2029 in an amount between 0% and

200% of the target number of RSUs granted based on performance objectives related to cumulative

core earnings before credit, subject to "gatekeeper" metrics related to capital and asset quality, for

the performance period of January 1, 2026 to December 31, 2028;

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an aggregate of 1,983 time-vested RSUs to four officers scheduled to vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029; and

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an aggregate of 25,710 time-vested RSUs to 192 non-executive officer employees scheduled to

vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029.

(b) Not applicable.

(c) The table below sets forth information regarding our purchases of shares of our outstanding Class C non-voting common stock during the quarter ended March 31, 2026: None.

(1)

On August 5, 2025, our board of directors revised the terms of our share repurchase program to increase the total authorized amount of repurchases from the then remaining $9.8 million to $50.0 million, and to extend the expiration date of the program to August 5, 2027. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements, and other factors. During first quarter 2026, we repurchased 47,319 shares of Class C non-voting common stock at a cost of approximately $7.1 million under the amended repurchase program. As of March 31, 2026, $30.0 million remains available for repurchase under the program.