agm-20260413

To Holders of Farmer Mac

Voting Common Stock

April 15, 2026

DEAR FARMER MAC STOCKHOLDER:

The Board of Directors of the Federal Agricultural

Mortgage Corporation ("Farmer Mac") is pleased to

invite you to attend Farmer Mac's 2026 Annual

Meeting of Stockholders to be held on Thursday,

May 14, 2026, at 8:00 a.m. Eastern Time at the

third floor conference center in Farmer Mac's

headquarters located at 2100 Pennsylvania

Avenue, NW, Washington, DC 20037 ("Farmer

Mac Headquarters"). Webcast: https://

www.farmermac.com/investors/events-

presentations/

We request any stockholder who wants to attend the

meeting in person to register by May 12, 2026 by

sending an email to ir@farmermac.com with "Farmer

Mac Meeting Registration" in the subject line.

Individuals who attend the meeting in person should

arrive early to allow time to get through security. The

Notice of Annual Meeting and Proxy Statement

accompanying this letter describe the business to be

transacted at the meeting.

We hope you will be able to attend the meeting and

suggest you read the Notice of Annual Meeting and Proxy

Statement for information about Farmer Mac and the

Annual Meeting of Stockholders. We have also enclosed

Farmer Mac's 2025 Annual Report. Although the Annual

Report is not proxy soliciting material, we suggest you read

it for more information about Farmer Mac. Please

complete, sign, date, and return a proxy card at your

earliest convenience to help us establish a quorum and

avoid the cost of further solicitation. The giving of your

proxy will not affect your right to vote your shares

personally if you attend the meeting. If you plan to attend

the meeting, please so indicate on the enclosed proxy card.

Sincerely,



	LOWELL L. JUNKINS Board Chair


			I

Proxy Statement Summary

OUR MISSION FOR AGRICULTURE, INFRASTRUCTURE,

AND RURAL AMERICA

Farmer Mac proudly serves as a company driven by its

mission to increase the accessibility of financing to

provide vital liquidity for American agriculture and rural

infrastructure. Created by Congress, Farmer Mac offers

a secondary market that 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 markets, including

agriculture, agribusiness, broadband infrastructure,

power and utilities, and renewable energy. Farmer Mac

also serves as a critical investment tool for states,

counties, municipalities, pension funds, banks, public

trust funds, and credit unions by offering investment

opportunities that provide diversification in their

investment portfolios, issuance structure flexibility, and a

competitive return on their investment dollars.

Farmer Mac's record 2025 performance reflects our

unique position to facilitate competitive access to

financing that fuels growth, innovation, and prosperity in

America's rural and agricultural communities. Our broad

range of products and solutions addresses the

sweeping scope and ever-changing needs of America's

agricultural and infrastructure finance businesses.


FINANCIAL RESULTS1



		16% Return on Equity in 2025


CAPITAL



		$112.77 Book Value per Share (12/31/2025)


QUARTERLY DIVIDENDS



		7% Year-over-Year Dividend Increase

(1)Core earnings and net effective spread are non-GAAP measures. For a reconciliation of core earnings to GAAP net income and a reconciliation of

net effective spread to GAAP net interest income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

in Farmer Mac’s Annual Report on Form 10-K filed with the SEC on February 19, 2026.


			III


		Proxy Statement Summary

BOARD STRUCTURE


15 Members
	5	5	5
	elected by Class A Stockholders (banks and other financial institutions)	elected by Class B Stockholders (Farm Credit System institutions)	appointed by U.S. President (includes Board Chair)

BOARD COMMITTEE STRUCTURE & COMPOSITION


Committee	No. of meetings Held in 2025	% Attendance	Board Members


Audit	8	100%	Engebretsen	McKissack	Plagge	Sexton •	Stones •


Business Development & Business Strategy	4	100%	Faivre •	Gales	Johnson	Riel	Shaw •


Corporate Governance	7	100%	Davidson	Junkins •	McKissack	Sexton	Ware	Wilcher •


Credit	4	100%	Davidson	Gales •	Plagge •	Shaw	Stones


Enterprise Risk	5	97%	Junkins	Riel	Shaw	Ware •	Wilcher •


Finance	5	100%	Engebretsen •	Gales	Johnson	McKissack •	Sexton


Human Capital & Compensation	7	97%	Davidson •	Engebretsen	Faivre	Riel •	Ware


Public Policy & Corporate Social Responsibility	4	96%	Faivre	Junkins	Plagge	Stones •	Wilcher


l	Chair	l	Vice Chair	l	Acting Chair

BOARD QUALIFICATIONS & SKILLS



		Director Independence 100%



		Farmer Mac seeks Board members who have the qualities, background, skills, and experience that reflect expertise related to the company's business, strategy, and material risks from a variety of perspectives. The variety of backgrounds, skills, experiences, and perspectives of the members enables the Board to provide effective oversight of the strategic direction, operations, and risk management of Farmer Mac and to establish effective governance practices.


	IV


	Farmer Mac 2026 Proxy Statement

BEST PRACTICES



	Our Board and Management Compensation is Structured to Align with Stockholder Interests



Executive officers and Board members receive Class C Non- Voting Common Stock as compensation		Designed to foster a long-term, performance-oriented culture



Executive officer incentive compensation tied to key performance metrics: •Core Earnings Before Credit •Total Revenues •Ratio of Substandard Assets to Regulatory Capital •Business Volume •Net Charge-Offs •90-Day Delinquencies •Compliance with Applicable Capital Requirements


See "Compensation Governance Highlights" on page V for more information



	Our Board Reviews its Composition for the Right Mix of Experience and Skills



Focus on individuals with a variety of backgrounds and experiences who have a broad perspective



Demonstrated record of accomplishment as leaders of agricultural, rural infrastructure, or other relevant business entities; as agricultural, rural infrastructure, or commercial lenders; or as accountants, auditors, or other finance- related professionals



	Farmer Mac is Committed to Creating a Safe and Supportive Working Environment



Equal employment opportunity and anti- harassment policy		Generous benefit and employee welfare programs



Annual Code of Conduct training		Comprehensive Employee Manual



Whistleblower hotline		Cybersecurity policy



	Our Governance Practices Promote Board Effectiveness and Stockholder Interests



Annual election of 10 directors		Limited number of outside directorships for all Board members



Annual review of composition of all committees for relevant representation of backgrounds and skills		Separate CEO and Board Chair roles to provide additional independent oversight



Directors complete annual self- evaluations of Board, and members of the Audit, Human Capital & Compensation, Corporate Governance, and Enterprise Risk Committees complete annual self- evaluations of those committees		Insider trading policy prohibits any director or employee from engaging in pledging and specified hedging activities in Farmer Mac’s securities


			V


		Proxy Statement Summary

COMPENSATION GOVERNANCE HIGHLIGHTS

Farmer Mac’s stock ownership policy aligns the interests

of officers and directors with those of Farmer Mac’s

stockholders and promotes sound corporate governance

and a long-term perspective in managing Farmer Mac.

STOCK OWNERSHIP POLICY

FOR COMPANY OFFICERS

AND DIRECTORS



Title	Minimum Ownership Requirement


Chief Executive Officer	3x annual salary


Executive Vice President	2x annual salary


Senior Vice President	annual salary base


Vice President	half of annual salary base


Non-Employee Director	2x annual cash retainer

CLAWBACK POLICY FOR

EXECUTIVE OFFICERS

Our clawback policy is consistent with SEC and NYSE

requirements, which allows us to recover incentive

compensation from current or former executive officers

for an accounting restatement, termination of

employment for cause, or an incorrect calculation of a

financial measure used to determine the value or

amount of incentive compensation.

99% OF THE VOTES CAST BY

FARMER MAC’S STOCKHOLDERS IN

2025 SUPPORTED THE

COMPENSATION OF THE NAMED

EXECUTIVE OFFICERS.

Compensation Philosophy adopted to maintain a

compensation program that fosters a performance-

oriented, results-based culture where compensation

varies based on the business results achieved and is

properly aligned with an acceptable risk profile, effective

risk management, and stockholder returns.

•Attract, retain, and reward employees with the skills

required to accomplish Farmer Mac’s business objectives

•Align with Farmer Mac’s business processes, such

as business planning, performance management,

succession planning, and risk management

•Pay for performance by linking significant compensation

to increased stockholder value and the attainment of

established corporate performance goals

•Provide accountability and incentives for achievement

of those objectives

•Properly balance Farmer Mac’s risk profile with both

annual and long-term incentives

•Reward employees for accomplishments in leadership

and strategic performance in areas that can be significant

drivers of long-term stockholder value

LONG-TERM INCENTIVE COMPENSATION

Below we describe the forms of long-term incentive compensation we use for our named executive officers (“NEOs”),

their weighting, performance periods, how the payouts are determined, and why we use them.



Long-Term Incentive Form	Mix	Vesting / Performance Period	How Payouts Are Determined	Why We Use Them


Time-Based Restricted Stock Units (RSUs)	50%	1/3 of grant vests per year	Share Price	Ties RSU value directly to the share price


Performance–Based RSUs	25%	0% to 200% vested three years after grant	3-year Cumulative Core Earnings Before Credit subject to capital and asset quality	Aligns with our long-term objective of growing quality earnings while maintaining safety and soundness


Stock Appreciation Rights (SARs)	25%	1/3 of grant vests per year; expire ten years from grant date	Share Price Appreciation	Motivates share price appreciation over the long-term Reinforces emphasis on long-term growth aligned with our objectives


	VI


	Farmer Mac 2026 Proxy Statement


PAY-FOR-PERFORMANCE PHILOSOPHY

Farmer Mac’s executive compensation program reflects

a strong pay-for-performance philosophy that is

consistent with the risk tolerance of Farmer Mac and

reflects the long-term interests of stockholders. A large

portion of the CEO and other NEO compensation is

variable and performance-based so that the executives

who are most responsible for overall performance and

changes in stockholder value are held accountable for

results.



21:1 CEO PAY RATIO


2025 CEO TARGET COMPENSATION MIX			2025 TARGET COMPOSITION MIX FOR OTHER NEOS (AVERAGE)


l	Target Bonus		l	Base Salary		l	Target Long-term Incentive Value		l	At Risk


LINES OF BUSINESS*

Our lines of business reflect how we are managing, evaluating, and serving our business based on the type of

customer and market.

Line of

Business

% of

Outstanding

Volume

Segment

Business

Volume

Customer / Market

Q4 Net Effective

Spread (%)

2025

Volume

Growth

Agricultural

Finance

65%

Farm & Ranch

$19.6 Billion

Traditional agricultural real

estate mortgage liquidity and

wholesale finance liquidity

1.06%

Corporate

AgFinance

$2.0 Billion

More complex farming

operations, agribusinesses

focused on food, fuel, and

fiber processing, and other

agriculture supply chain

production

2.07%

Infrastructure

Finance

35%

Power & Utilities

$7.9 Billion

Rural electric generation

and transmission

cooperatives, distribution

cooperatives, and wholesale

finance liquidity

0.34%

15%

Renewable Energy

$2.4 Billion

Renewable energy

generation and

storage projects

1.74%

72%

Broadband

Infrastructure

$1.5 Billion

Rural telecommunication

companies including

broadband, fiber, wireless,

data centers, etc.

2.42%

91%

Total

$33.4 Billion

1.22%

13%

* Results shown are as of and for the year ended December 31, 2025.


	VIII


	Farmer Mac 2026 Proxy Statement

A CHAMPION FOR RURAL AMERICA


		Farmer Mac has helped fund loans to over 95,000 rural borrowers in all 50 STATES.				LOCAL BANKS to LARGE INSTITUTIONS — Just like our customers, our transactions vary in size and scope from small agricultural mortgage purchases to large-scale renewable energy projects.


		Farmer Mac’s highly skilled team has experience underwriting approximately 144 COMMODITIES from cattle to casaba melons and from permanent plantings to processing facilities.				96% of our Farm & Ranch and USDA guaranteed loans went to FAMILY FARMS in 2025.


		Farmer Mac’s STRENGTH and STABILITY enables us to effectively serve the growing financial needs of our customers in times of growth and just as consistently during market downturns.				We provide financing to rural electric cooperatives that power an estimated 16 MILLION residential customers.

PHILANTHROPY



Mission Statement: We know that when agricultural and rural communities do well, our company does as well. Farmer Mac’s employees and Board are committed to supporting activities, programs, and causes that enhance the vitality of rural America and the communities in which they reside.	We proudly engage in philanthropy to support our customers and communities. Our efforts begin in the communities in which we live and work, in providing aid and relief for disasters impacting agricultural and rural areas, and in supporting programs aimed at helping the next generation of agricultural professionals to grow and prosper.

	Provided financial support to over two dozen organizations in 2025, including:


	MEALS FROM THE HEARTLAND	COMMON GOOD CITY FARM	TRIBAL AGRICULTURE FELLOWSHIP PROGRAM
	Donated $25,000 after our employees volunteered in a meal packaging event for food insecure children. Our donation provided over 86,000 meals, feeding 333 children for a year.	Donated $25,000 after our employees participated in a financial literacy training for over 20 students enrolled in the organization's summer programming.	Donated $200,000 and created opportunities for 18 students to advance their education with the purpose of preserving and promoting the legacy of agriculture in Tribal communities.

WORKPLACE AWARDS


We are committed to fostering a strong workplace and are proud to be recognized for our efforts on the national stage.

Notice of Annual Meeting

April 15, 2026

Notice is hereby given that the 2026 Annual Meeting

of Stockholders of the Federal Agricultural Mortgage

Corporation will be held on Thursday, May 14, 2026,

at 8:00 a.m. Eastern Time at the third floor

conference center in Farmer Mac Headquarters

and via Webcast and Teleconference: Webcast:

https://www.farmermac.com/investors/events-

presentations Dial-In: 1-800-836-8184.



Proposal 1		Election of Directors


	FOR	Page 13



Proposal 2		Selection of Independent Auditor


	FOR	Page 74



Proposal 3		Advisory Vote to Approve the Compensation of Farmer Mac’s Named Executive Officers


	FOR	Page 75

Please read the attached Proxy Statement for

information about the matters to be considered and

acted on at the meeting.

Eligible holders of record of Farmer Mac's Class A Voting

Common Stock and Class B Voting Common Stock at

the close of business on March 23, 2026 are entitled to

notice of and to vote at the meeting and any adjournment

or postponement of the meeting. For at least ten days

before the meeting, a list of Farmer Mac's stockholders

will be available for examination by any stockholder for

any purpose germane to the meeting at Farmer Mac

Headquarters between the hours of 9:00 a.m. and

5:00 p.m. Eastern Time. We request any stockholder

who wants to attend the meeting in person to register by

May 12, 2026 by sending an email to ir@farmermac.com

with "Farmer Mac Meeting Registration" in the subject

line. Individuals who attend the meeting in person should

arrive early to allow time to get through security.

Even if you intend to attend the meeting in person, please

complete and date the enclosed proxy card, sign it exactly

as your name appears on the card, and return it in the

postage prepaid envelope. This will ensure the voting of your

shares if you do not attend the meeting. The giving of your

proxy will not affect your right to vote your shares personally

if you attend the meeting. THIS PROXY IS SOLICITED BY

THE BOARD OF DIRECTORS OF FARMER MAC.

By order of the Board of Directors,



	GERALDINE I. HAYHURST Secretary


			1

Proxy Statement

For the Annual Meeting of Stockholders to be held on May 14, 2026

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors ("Board") of the

Federal Agricultural Mortgage Corporation ("Farmer Mac") of proxies from the holders of Farmer Mac's Class A

Voting Common Stock and Class B Voting Common Stock (together, "Voting Common Stock"). Farmer Mac is not

soliciting proxies from the holders of its Class C Non-Voting Common Stock. The proxies will be voted at Farmer

Mac's 2026 Annual Meeting of Stockholders ("Meeting"), to be held on Thursday, May 14, 2026, at 8:00 a.m. Eastern

Time at the third floor conference center in Farmer Mac's headquarters located at 2100 Pennsylvania Avenue, NW,

Washington, DC 20037 ("Farmer Mac Headquarters"), and at any adjournment or postponement of the Meeting. The

Notice of Annual Meeting, this Proxy Statement, and the enclosed proxy card are being mailed to holders of Voting

Common Stock on or about April 15, 2026. In this Proxy Statement, "we," "us," and "our" refer to Farmer Mac except

as the context otherwise requires or as otherwise noted.

At the Meeting, Farmer Mac's Board will present for a vote the election of ten members to the Board (Proposal 1) and

the ratification of the appointment of PricewaterhouseCoopers LLP as Farmer Mac's independent auditor for fiscal year

2026 (Proposal 2). The Board will also present for a vote the approval, on an advisory basis, of the compensation of

Farmer Mac's named executive officers ("NEOs") disclosed in this Proxy Statement (Proposal 3). The Board is not

aware of any other matter to be presented for a vote at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for Farmer Mac's Annual Meeting of

Stockholders to be held on May 14, 2026: the Proxy Statement, sample proxy cards, and Farmer Mac's 2025

Annual Report are available at www.farmermac.com/investors/financial-information/.


	2

General Information


VOTING RIGHTS

One of the purposes of the Meeting is to elect ten

members to the Board. Title VIII of the Farm Credit Act of

1971, as amended (referred to as Farmer Mac's charter),

provides that Farmer Mac's Class A Voting Common

Stock may be held only by banks, insurance companies,

and other financial institutions or entities that are not

Farm Credit System institutions. Farmer Mac's charter

also provides that Farmer Mac's Class B Voting

Common Stock may be held only by Farm Credit System

institutions. Holders of Voting Common Stock who are

not eligible holders of that stock may not vote the shares

held and should dispose of their stock to eligible holders.

Farmer Mac has the right, but not the obligation, to

repurchase shares of Voting Common Stock from

ineligible holders for book value.

Farmer Mac's charter provides that five members of the

Board will be elected by the holders of the Class A

Voting Common Stock ("Class A Holders") and that five

members of the Board will be elected by the holders of

the Class B Voting Common Stock ("Class B Holders").

The remaining five members of the Board are appointed

by the President of the United States, with the advice

and consent of the United States Senate. The President

of the United States designates the Board Chair from

among the five appointed Board members.


RECORD DATE

The Board has fixed March 23, 2026 as the record date

to determine the stockholders entitled to receive notice

of and to vote at the Meeting. At the close of business

on that date, Farmer Mac had 1,030,780 shares of

Class A Voting Common Stock outstanding and

500,301 shares of Class B Voting Common Stock

outstanding, which together constitute the only shares

of Farmer Mac's outstanding capital stock entitled to

vote at the Meeting. See "Stock Ownership of Directors,

Director Nominees, Named Executive Officers, and

Certain Beneficial Owners—Principal Holders of Voting

Common Stock."


VOTING

The presence, in person or by proxy, of the holders

entitled to vote at least a majority of Farmer Mac's

outstanding Voting Common Stock is required for a

quorum at the Meeting. Thus, 765,541 shares of Voting

Common Stock must be represented by stockholders

present at the Meeting or by proxy to have a quorum.

PROPOSAL 1

Under Farmer Mac's charter, the holders of Farmer Mac's

Voting Common Stock are entitled to one vote per share,

with cumulative voting permitted at all elections of directors.

Under cumulative voting, each stockholder is entitled to

cast the number of votes equal to the number of shares

of the class of Voting Common Stock owned by that

stockholder, multiplied by the number of directors to be

elected by that class. All of a stockholder's votes may be

cast for a single candidate for director or may be distributed

among any number of candidates. Class A Holders are

entitled to vote only for the five directors to be elected by

Class A Holders. Class B Holders are entitled to vote only

for the five directors to be elected by Class B Holders.

A stockholder may withhold a vote from one or more

nominees by marking the box to "WITHHOLD

AUTHORITY FOR ALL NOMINEES" or by marking the

box to "CUMULATE YOUR VOTE" and then specifying

the allocation by percentage or number of votes in the

space to the right of the nominee name(s). We urge

stockholders who intend to cumulate their votes for any

nominee or nominees to read the "INSTRUCTIONS TO

CUMULATE YOUR VOTE" on the proxy card and to

indicate how they want their votes to be cumulated in

the space to the right of the applicable nominee

name(s) on the proxy card. The five nominees from

each class who receive the greatest number of votes

will be elected directors. If one or more of the nominees

becomes unavailable for election, the Proxy Committee


			3


		General Information

(described below) will cast votes under the authority

granted by the enclosed proxy for any substitute or

other nominee as the Board may designate. If proxies

are signed and returned but no instructions are

indicated on the proxies, the proxies represented by the

Class A Voting Common Stock will be voted for the five

nominees specified in this Proxy Statement as Class A

nominees, with the votes being cast evenly among each

of the Class A nominees, and the proxies represented

by the Class B Voting Common Stock will be voted for

the five nominees specified in this Proxy Statement as

Class B nominees, with the votes being cast evenly

among each of the Class B nominees.

The election of directors shall be decided by a plurality

of the votes cast at a meeting of stockholders by the

stockholders entitled to vote in the election of each

class of directors. Votes to withhold from all nominees

and broker non-votes (as defined below) will not affect

the outcome of the vote of Proposal 1.

PROPOSALS 2 AND 3

Other than the election of directors, the Class A Holders and

Class B Holders vote together as a single class on any matter

submitted to a vote of the holders of Voting Common Stock.

The affirmative vote of a majority of the votes cast by the

holders of shares of Farmer Mac's Voting Common Stock

entitled to vote and represented in person or by proxy at

the Meeting is required for the approval of Proposals 2 and

3. Farmer Mac's Amended and Restated By-Laws ("By-

Laws") provide that "votes cast" do not include abstentions

and broker non-votes (as defined below).

Shares of Voting Common Stock represented by proxies

marked "Abstain" for any proposal presented at the

Meeting (other than Proposal 1 for the election of

directors) will be counted to determine the presence of a

quorum, but will not be voted for or against the

proposal. Abstentions will not affect the outcome of the

vote on Proposals 2 or 3.

If a holder of Voting Common Stock holds shares

through an account with a bank or broker, the voting of

the shares by the bank or broker when the holder does

not provide voting instructions is governed by the rules

of the New York Stock Exchange ("NYSE"), which

provides banks and brokers with discretionary voting

authority to vote shares on certain matters for which

their customers do not provide voting instructions. A

"broker non-vote" occurs when a bank or broker holding

the shares has not received voting instructions from its

customer and either chooses not to vote those shares

for which it has discretionary voting authority at a

stockholders' meeting, or is not permitted to vote those

shares because the bank or broker does not have

discretionary voting authority. Broker non-votes will be

counted as shares present at the Meeting to determine

whether a quorum is present, but will not be voted for or

against the related proposal.

The ratification of PricewaterhouseCoopers LLP as

Farmer Mac's independent auditor for fiscal year 2026 is

likely a matter in which banks and brokers have

discretionary voting authority. Thus, banks and brokers

may vote shares on Proposal 2 if they have not received

a customer's instructions, and there generally will be no

broker non-votes on this proposal unless a bank or

broker chooses not to vote shares on Proposal 2.

For all other proposals in this Proxy Statement, banks

and brokers will likely not have discretionary voting

authority. Thus, stockholders must provide their banks

or brokers with instructions on how to vote for their

shares to be voted. Broker non-votes will not affect the

outcome of the vote on Proposal 3 because broker

non-votes will not be considered as "votes cast."


PROXY PROCEDURE

Any holder of Voting Common Stock will be afforded the

right to vote through the proxy solicited by the Board.

When a proxy is returned properly completed and

signed, the shares it represents must be voted by the

Proxy Committee (described below) as directed by the

stockholder. If you sign and return your proxy card but

do not specify how you want your shares voted, they will

be voted as recommended by the Board. We urge

stockholders to specify their choices by marking the

appropriate boxes on the enclosed proxy card.

Execution of a proxy will not prevent a stockholder

from attending the Meeting, revoking a previously

submitted proxy, and voting in person. Any stockholder

who gives a proxy may revoke it at any time before it

is voted by notifying Farmer Mac's Secretary in writing

on a date later than the date of the proxy, by

submitting a later dated proxy, or by voting in person

at the Meeting. Mere attendance at the Meeting,

however, will not constitute revocation of a proxy.

Written notices revoking a proxy should be sent to

Farmer Mac's Secretary at Farmer Mac Headquarters.

The Proxy Committee consists of three executive

officers of Farmer Mac—Geraldine I. Hayhurst,

Bradford T. Nordholm, and Matthew M. Pullins—and will

vote all shares of Voting Common Stock represented by

proxies signed and returned by stockholders in the

manner specified. The Proxy Committee will also vote

the shares represented by proxies in accordance with

its members' best judgment on any matters not known

when this Proxy Statement was printed that may

properly be presented for action at the Meeting.


	4

Corporate Governance Matters

DIRECTOR INDEPENDENCE

The Board has adopted a formal set of standards to

form the basis for determinations of director

independence prescribed by NYSE listing requirements.

To be considered "independent" under these standards,

the Board must affirmatively determine that a director

does not have a material relationship with Farmer Mac

or any of its affiliates (as defined in Rule 144(a)(1)

under the Securities Act of 1933, as amended, or

"Securities Act") other than as a director of Farmer Mac,

either directly or as a partner, stockholder, or officer of

an organization that has a relationship with Farmer Mac.

The Board broadly considers all relevant facts and

circumstances in making an independence

determination, including the independence criteria

included in Farmer Mac's Corporate Governance

Guidelines available on Farmer Mac's website,

www.farmermac.com, in the "Corporate Governance"

portion of the "Investors" section, as well as the

guidance under the NYSE listing standards and any

other factors that the Board may deem relevant, in

determining whether a director lacks a material

relationship with Farmer Mac and therefore is

"independent". These criteria meet or exceed all

standards for director independence under applicable

rules of the Securities and Exchange Commission

("SEC") and NYSE.

In March 2026, the Board considered all direct and

indirect transactions and relationships between each

director (either directly or as a partner, stockholder,

officer, director, or employee of, or other significant

relationship with, an entity that has a relationship with

Farmer Mac) and Farmer Mac and its management to

determine whether any of those transactions or

relationships were inconsistent with a determination that

the director is independent. As a result of its review, the

Board affirmatively determined that each of the following

current directors meets the criteria for director

independence set forth above and thus is independent:

Richard H. Davidson, James R. Engebretsen,

Sara L. Faivre, Amy H. Gales, Mitchell A. Johnson,

Lowell L. Junkins, Eric T. McKissack, Jeffrey L. Plagge,

Kevin G. Riel, Robert G. Sexton, Daniel L. Shaw,

Charles A. Stones, Todd P. Ware, and LaJuana S.

Wilcher.

Messrs. Johnson and Davidson are not standing

for re-election at the Meeting. The Board also

affirmatively determined that new director nominees

Dale E. Crawford and Lyle Logan meet the criteria

for director independence set forth above and thus

are independent.

In making its independence determinations, the Board

considered that because financial institutions are

required to own Voting Common Stock to participate in

some of Farmer Mac's programs, transactions often

occur in the ordinary course of business between

Farmer Mac and companies or other entities at which

some of the current directors or director nominees are

or have been officers or directors. In particular, the

Board evaluated for each of Messrs. Plagge and

Sexton all transactions during the preceding three

years between Farmer Mac and the company where

each currently serves or recently served as a director.

Those transactions included: (1) purchases by Farmer

Mac of qualified agricultural mortgage loans and rural

infrastructure loans (and participation interests in

each); (2) entering into long-term standby commitments

to purchase qualified loans by Farmer Mac;

(3) purchases by Farmer Mac of USDA-guaranteed

portions of loans; (4) purchases and guarantees of

AgVantage securities by Farmer Mac secured by rural

infrastructure loans; and (5) the annual amount of

guarantee and commitment fees paid to Farmer Mac

by the related company and any servicing or other fees

received by that company from Farmer Mac. In each

case, the transactions had terms and conditions

comparable to those applicable to entities unaffiliated

with Farmer Mac. The Board affirmatively determined

that none of the relationships were material under the

independence criteria.


			5


		Corporate Governance Matters

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board held nine meetings in 2025. No member of

the Board attended less than 75% of the aggregate

number of Board meetings and meetings of the

committees on which he or she served during 2025. All

members of the Board are expected to attend the

Meeting in-person. All directors who were then serving

on the Board attended the 2025 Annual Meeting of

Stockholders. The Board Chair generally presides over

all meetings of the Board, including regularly scheduled

executive sessions of the Board in which members of

management do not participate. Farmer Mac's

Corporate Governance Guidelines provide that the

Board Chair or the majority of the Board may designate

any other director to preside over executive sessions of

non-management directors.

The Board currently has eight standing committees to

help the Board perform its responsibilities: Audit

Committee, Business Development and Business

Strategy Committee, Corporate Governance

Committee, Credit Committee, Enterprise Risk

Committee, Finance Committee, Human Capital and

Compensation Committee, and Public Policy and

Corporate Social Responsibility Committee. Each

director serves on at least two committees. The Board

also forms ad hoc committees from time to time. One

such ad hoc committee is a dedicated cybersecurity

subcommittee of the Enterprise Risk Committee that

helps oversee Farmer Mac's cybersecurity programs

and practices.

The following table shows the standing committees on which each current member of the Board serves:

Audit

Business

Development

and Business

Strategy

Corporate

Governance

Credit

Enterprise

Risk

Finance

Human

Capital and

Compensation

Public Policy

and Corporate

Social

Responsibility

Davidson

Engebretsen

Faivre

Gales

Johnson

Junkins

McKissack

Plagge

Riel

Sexton

Shaw

Stones

Ware

Wilcher


	Member		C	Chair		AC	Acting Chair		VC	Vice Chair

See "Class A Nominees," "Class B Nominees," and "Directors Appointed by the President of the United States" under "Proposal 1: Election of

Directors—Information about Nominees for Directors" for more information about the current members of the Board who are standing for re-election

at the Meeting.


	6


	Farmer Mac 2026 Proxy Statement

The following tables summarize the key responsibilities of each standing Board committee, as well as the number of

meetings each committee held during 2025 (C = Chair, AC = Acting Chair, and VC = Vice Chair):


Audit Committee

8 Number of Meetings Held in 2025	Charles A. Stones C Robert G. Sexton VC Members •James R. Engebretsen •Eric T. McKissack •Jeffrey L. Plagge	Independence Each member of the committee is independent	Audit Committee Financial Expert •James R. Engebretsen


Key Committee Responsibilities Oversees Farmer Mac's conduct and processes that relate to accounting and financial reporting, the integrity of consolidated financial statements, and systems of disclosure controls and procedures and internal control over financial reporting; assists the Board in oversight of legal and regulatory compliance and (in conjunction with Enterprise Risk, which has primary oversight responsibility), oversight of risk assessment and risk management policies; oversees qualifications, engagement, compensation, independence and performance of Farmer Mac's independent auditor as well as the annual audit; approves any non-audit services by this independent auditor; hires and oversees the work of the leader of Farmer Mac's internal audit function; and reviews the scope of audits as recommended by the independent auditor and internal audit function.


Business Development and Business Strategy Committee

4 Number of Meetings Held in 2025	Sara L. Faivre C Daniel L. Shaw VC Members •Amy H. Gales •Mitchell A. Johnson •Kevin G. Riel	Independence Each member of the committee is independent


Key Committee Responsibilities Oversees Farmer Mac's execution of the strategic plan established by the Board; policies and strategy for obtaining and maintaining customers to promote business development and growth; execution of the business and mission activities; marketing strategies; the loan servicing and operations functions and related relationships; exposure to customer reputational risks; and Farmer Mac's success in accomplishing strategic and business development goals in its strategic and business plans.


			7


		Corporate Governance Matters


Corporate Governance Committee

7 Number of Meetings Held in 2025	Lowell L. Junkins C LaJuana S. Wilcher VC Members •Richard H. Davidson •Eric T. McKissack •Robert G. Sexton •Todd P. Ware	Independence Each member of the committee is independent


Key Committee Responsibilities Assists the Board in developing and recommends to the Board corporate governance guidelines and principles; reviews the corporate governance of Farmer Mac and recommends improvements when necessary; identifies individuals qualified to serve as directors (including stockholder outreach) and recommends to the Board nominees for the directors to be elected at the annual meeting of shareholders; identifies and establishes a search committee to identify individuals qualified to serve as CEO and makes recommendations about those individuals to the Board; advises Human Capital and Compensation Committee on the CEO recommendations for executive officers and recommends their appointment to the Board; oversees development of corporate strategy, the overall strategic planning process and making recommendations to the Board about corporate strategy; oversees processes and procedures established to support and monitor compliance with Farmer Mac's code of business conduct and ethics and related corporate policies; meets at least quarterly with the leader of Farmer Mac's compliance function; resolves conflicts of interest; in consultation with any ad hoc crisis management committee, oversees Farmer Mac's response to any sudden crisis that threatens to substantially disrupt, damage or destroy Farmer Mac's operations, business, or reputation and requires an action to be taken before a meeting of the Board can be convened; and exercises certain powers of the Board during the intervals between meetings of the Board.


Credit Committee

4 Number of Meetings Held in 2025	Amy H. Gales C Jeffrey L. Plagge VC Members •Richard H. Davidson •Daniel L. Shaw •Charles A. Stones	Independence Each member of the committee is independent


Key Committee Responsibilities Oversees all policy matters relating to changes to Farmer Mac's credit, collateral valuation, underwriting, credit risk concentrations, and loan diversification standards; assesses credit risk and assist Board in establishing credit risk appetite; reviews agreed-upon key performance indicators to monitor current credit-related risks and identify emerging risks; makes recommendations to the Board on credit matters; hires and oversees the work of Farmer Mac's director of internal credit review and reviews and approves the internal credit review function's work plan and results.


	8


	Farmer Mac 2026 Proxy Statement


Enterprise Risk Committee

5 Number of Meetings Held in 2025	Todd P. Ware C LaJuana S. Wilcher VC Members •Lowell L. Junkins •Kevin G. Riel •Daniel L. Shaw	Independence Each member of the committee is independent


Key Committee Responsibilities Oversees Farmer Mac's enterprise-wide risk management framework and risk across Farmer Mac as a whole and across all risk types; oversees Farmer Mac's corporate insurance program, and periodically reviews the information technology function and related risks; assists the Board and Farmer Mac's executive officers to identify, evaluate, monitor, and manage or mitigate major strategic, operational, financial, credit, liquidity and funding, market security, legal or regulatory, technology, cybersecurity, reputational, and emerging or other risks inherent to the business and from external sources; oversees the risk assessment and risk management policies; and considers and makes recommendations to the Board on matters related to enterprise-risk and risk areas not covered under jurisdiction of other committees.


Finance Committee

5 Number of Meetings Held in 2025	Eric T. McKissack C James R. Engebretsen VC Members •Amy H. Gales •Mitchell A. Johnson •Robert G. Sexton	Independence Each member of the committee is independent


Key Committee Responsibilities Oversees Farmer Mac's finance policies and activities and financial affairs, including all policies and activities related to funding, pricing, capital, liquidity, interest rate risk, asset and liability management, investment and securitization (but not finance policies and activities overseen by other committees); reviews agreed-upon key performance indicators to monitor current finance-related risks and identify emerging risks; and considers and makes recommendations to the Board on finance matters.


			9


		Corporate Governance Matters


Human Capital and Compensation Committee

7 Number of Meetings Held in 2025	Richard H. Davidson C Kevin G. Riel VC Members •James R. Engebretsen •Sara L. Faivre •Todd P. Ware	Independence Each member of the committee is independent


Key Committee Responsibilities Oversees matters related to Farmer Mac's human capital and resources; supports search committees to negotiate with CEO candidates; acts upon recommendation of CEO of appointment of other executive officers and makes recommendations to the Board; establishes and reviews total compensation policy governing all executive compensation plans and programs, using compensation consultants as necessary or advisable; makes recommendations to the Board on the total compensation of the Board; approves the total compensation of executive officers; provides oversight of the human resources function; provides oversight of human resources policies, including those related to equal employment opportunity and the employee experience; in consultation with the Corporate Governance Committee, provides oversight on management succession planning process; and approves and/or makes recommendations to the Board on compensation and benefit plans for Farmer Mac's directors and designated executive officers.


Public Policy and Corporate Social Responsibility Committee

4 Number of Meetings Held in 2025	Charles A. Stones AC Members •Sara L. Faivre •Lowell L. Junkins •Jeffrey L. Plagge •Lajuana S. Wilcher	Independence Each member of the committee is independent


Key Committee Responsibilities Oversees matters concerning public policy and corporate social responsibility, including: external policies affecting agriculture and rural infrastructure; legislation affecting Farmer Mac and its activities; Farmer Mac's relationship with Congress, governmental agencies, and other public stakeholders; exposure to political, regulatory, and reputational risks arising from those relationships; Farmer Mac's political action committee ("PAC"), including alignment of the PAC's objectives with Farmer Mac's congressional outreach efforts; the impact of corporate social responsibility policies on Farmer Mac's stakeholders; and the development of Farmer Mac's philanthropic strategy; also generally considers and makes recommendations to the Board on matters related to public and regulatory policy, legislative activity, and corporate social responsibility.

Each of these standing Committees oversees aspects of Farmer Mac's enterprise risk management as described

below. See "Proposal 1: Election of Directors" for more information about the Corporate Governance Committee. See

"Executive Compensation Governance" for more information about the Human Capital and Compensation Committee.

See "Report of the Audit Committee" and "Proposal 2: Selection of Independent Auditor" for more information about the

Audit Committee. See "Enterprise Risk Management" for more information about the Enterprise Risk Committee.


	10


	Farmer Mac 2026 Proxy Statement

ENTERPRISE RISK MANAGEMENT

The Board oversees the risk management function of

Farmer Mac and has established, maintained and

periodically updated Farmer Mac's enterprise-wide risk

management program. Farmer Mac's executive officers

have the primary responsibility for identifying,

measuring, managing, and reporting the risks

associated with Farmer Mac's business, including

strategic, operational, financial, credit, liquidity and

funding, market, cybersecurity, human capital, legal or

regulatory, compliance, technology, third party,

reputational, political, and emerging and other risks. The

Board currently oversees Farmer Mac's enterprise risk

through the Enterprise Risk Committee and the

delegation of specific areas of risk by the Board to the

other Board committees, as well as through Farmer

Mac's Chief Risk Officer and the compliance, internal

audit, and internal credit review functions.

The Enterprise Risk Committee assists the Board to

oversee the adequacy and design of Farmer Mac's

enterprise-wide risk management program. The

Enterprise Risk Committee periodically assesses

management's implementation of the enterprise-wide

risk management program, recommends improvements

and adjustments to the risk management program in

accordance with the evolution, growth, and

development of Farmer Mac's business, capital

structure, risk allocation, complexity, and industry best

practices. The Enterprise Risk Committee assists the

Board to oversee risk across Farmer Mac as a whole

and across all risk areas, and to oversee the mapping

and allocation of certain specific risk-related oversight

responsibilities to the appropriate Board committees in

accordance with the allocation of risk oversight reflected

in the charter of each committee. The other Board

committees report on significant risks identified within

their jurisdictions to the Enterprise Risk Committee, and

the Enterprise Risk Committee provides a report on any

identified risks to the full Board at each Board meeting.

Farmer Mac's Chief Risk Officer regularly reports to the

Board and the Enterprise Risk Committee regarding the

enterprise-wide risk management program and

conducts Board training sessions and facilitates

discussions on risk-related topics and best practices.

Farmer Mac's Chief Risk Officer is also responsible for

assisting Farmer Mac's executive officers to develop

and monitor a risk management program, policies,

procedures, and controls in the context of Farmer Mac's

strategic objectives and to identify, monitor, and report

any current and emerging risks. Farmer Mac's Chief

Risk Officer also has a reporting line to the Enterprise

Risk Committee and regularly updates that committee

on discussions with management and the other Board

committees about Farmer Mac's risk management

program and any current and emerging risks, risk

management issues, or compliance concerns. The

Board has also established a dedicated cybersecurity

subcommittee of the Enterprise Risk Committee that

helps oversee Farmer Mac's cybersecurity programs

and practices, including the identification and mitigation

of security and privacy risks. This subcommittee

currently consists of two members of the Enterprise

Risk Committee – Mr. Ware (acting chair of the

subcommittee) and Mr. Shaw, with a third member

expected to be added to that subcommittee in May 2026

after the Meeting.

Farmer Mac's compliance function manages Farmer

Mac's policies and procedures framework, operates the

compliance program, and conducts compliance risk

assessments to identify key compliance risks. Farmer

Mac's internal audit function annually compiles a risk

assessment and, under the oversight of the Audit

Committee, conducts periodic audits of each of the

various risk areas within Farmer Mac at least once

every three years. The internal credit review function

provides an independent assessment of credit risk and

reports directly to the Credit Committee.


			11


		Corporate Governance Matters

The following table summarizes the key risk areas overseen by each Board committee:


Name of Board Committee	Risks Overseen by Board Committee

Audit	Financial reporting and accounting practices of Farmer Mac, as well as primary oversight of whistleblower complaints related to accounting and auditing matters, allegations of fraud, and regulatory compliance


Business Development and Business Strategy	Farmer Mac's exposure to customer reputational risks, risks related to the development and maintenance of Farmer Mac's customer relationships, and strategic execution risk


Corporate Governance	Governance policies of Farmer Mac and compliance with Farmer Mac's code of business conduct and ethics and related corporate policies


Credit	Credit risks related to Farmer Mac's business, including credit underwriting, loan servicing, loan documentation, and counterparty risk


Enterprise Risk	Farmer Mac's overall enterprise-wide risk management program, risk governance structure, cybersecurity, security breaches, data governance, business continuity planning, model risk assessment, risk governance and management practices, and risk tolerance and risk appetite levels


Finance	Farmer Mac's finance-related risks, including asset and liability management, funding risk, changes in asset values, investment quality, liquidity risk, and compliance with the Board's capital adequacy, investment, and interest rate risk policies


Human Capital and Compensation	Alignment of Farmer Mac's compensation policies and plans with its overall risk tolerance, as well as oversight of all human resources issues such as employee benefits, employee development and retention, and staff turnover


Public Policy and Corporate Social Responsibility	Farmer Mac's exposure to political, regulatory, and reputational risks arising from political or regulatory activities or relationships

CODE OF BUSINESS CONDUCT AND ETHICS

Farmer Mac has adopted a code of business conduct and ethics ("Code of Conduct") that applies to all directors,

officers, employees, and agents of Farmer Mac, including Farmer Mac's principal executive officer, principal financial

officer, principal accounting officer, and other senior financial officers. The Code of Conduct was most recently

amended in May 2025. A copy of the Code of Conduct is available on Farmer Mac's website, www.farmermac.com, in

the "Corporate Governance" portion of the "Investors" section. Farmer Mac will post any amendment to, or waiver

from, a provision of the Code of Conduct in that same location on its website. A print copy of the Code of Conduct is

available free of charge upon written request to Farmer Mac's Secretary at Farmer Mac Headquarters.


	12


	Farmer Mac 2026 Proxy Statement

STOCKHOLDER PROPOSALS

Each year, at the annual meeting, the Board submits to

the stockholders its recommended nominees for

election as directors. The Audit Committee's selection of

an independent auditor for the year is also submitted for

stockholder ratification at each annual meeting in

accordance with Farmer Mac's By-Laws. The Board

may, upon proper notice, also present other matters to

the stockholders for action at an annual meeting,

including presenting proposals such as those in this

Proxy Statement for the approval, on an advisory basis,

of the compensation of Farmer Mac's named executive

officers. Besides those matters presented by the Board,

the stockholders may be asked to act at an annual

meeting upon proposals timely submitted by eligible

holders of Voting Common Stock.

Under Rule 14a-8(e) under the Securities Exchange Act

of 1934, as amended ("Exchange Act"), proposals of

stockholders to be presented at the Meeting were

required to be received by Farmer Mac's Secretary on

or before December 17, 2025 for inclusion in this Proxy

Statement and the accompanying proxy card. Other

than the election of ten members to the Board, the

ratification of the appointment of

PricewaterhouseCoopers LLP as Farmer Mac's

independent auditor for fiscal year 2026, and the

approval, on an advisory basis, of the compensation of

Farmer Mac's named executive officers disclosed in this

Proxy Statement, the Board knows of no other matters

to be presented for action at the Meeting. If any other

matters not known when this Proxy Statement was

printed are properly brought before the Meeting or any

adjournment or postponement of the Meeting, the Proxy

Committee intends to vote proxies in accordance with

its members' best judgment.

Only proper proposals under Rule 14a-8 under the

Exchange Act that are timely received will be included

in the Proxy Statement and related proxy card for

Farmer Mac's 2027 Annual Meeting of Stockholders.

If any stockholder eligible to do so intends to present a

proposal for consideration at Farmer Mac's 2027 Annual

Meeting of Stockholders under Rule 14a-8 under the

Exchange Act, Farmer Mac's Secretary must receive the

proposal on or before December 16, 2026 to be

considered for inclusion in the 2027 Proxy Statement.

Proposals should be sent to Farmer Mac's Secretary at

Farmer Mac Headquarters.

The By-Laws provide that stockholders who seek to

bring other business before a meeting of stockholders,

other than the election of directors, generally must

provide notice of that intent not earlier than 120

calendar days nor later than 90 calendar days before

the first anniversary of the immediately preceding year's

annual meeting of stockholders, and, in that notice,

provide Farmer Mac with relevant information about the

proposal. Any stockholder proposal received by Farmer

Mac's Secretary before January 14, 2027 or after

February 13, 2027 will be considered untimely and, if

presented at the 2027 Annual Meeting of Stockholders,

the Proxy Committee, as then constituted, will have the

right to exercise discretionary voting authority on that

proposal to the extent authorized by Rule 14a-4(c)

under the Exchange Act.

For information about stockholders' nominations of

individuals to stand for election as a director at an

annual meeting, see "Proposal 1: Election of Directors—

Stockholder Director Nominations."

COMMUNICATIONS WITH THE BOARD

Stockholders and other interested parties may communicate directly with members of the Board by writing to them at

Federal Agricultural Mortgage Corporation, 2100 Pennsylvania Avenue, NW, Suite 450N, Washington, DC 20037.


			13



Proposal 1	Election of Directors
	Election of Directors

		The Board of Directors unanimously recommends that Class A Holders and Class B Holders vote FOR all of the Nominees, as applicable, listed below for election as directors.

BOARD STRUCTURE

Farmer Mac's charter provides that five of Farmer Mac's

directors are elected by the Class A Holders and that

five directors are elected by the Class B Holders. At the

Meeting, ten directors will be elected for one-year terms.

Four of the five Class A nominees and four of the five

Class B nominees currently serve as members of the

Board. The directors elected by the Class A Holders and

the Class B Holders at the Meeting will hold office until

Farmer Mac's 2027 Annual Meeting of Stockholders, or

until their respective successors have been duly elected

and qualified.

The charter also provides that the President of the United

States appoints five members to the Board with the advice

and consent of the United States Senate ("Appointed

Members"). The Appointed Members serve at the

pleasure of the President of the United States, who also

designates one of the Appointed Members as the Board

Chair. One of the five Board seats for Appointed

Members is currently vacant. After the election at the

Meeting, the Board will consist of the four Appointed

Members named under "—Information about Nominees

for Directors—Directors Appointed by the President of

the United States" below (or such other Appointed

Members who may be appointed by the President and

confirmed by the Senate before May 14, 2026) and the

ten members who are elected by the holders of Farmer

Mac's Voting Common Stock.

SELECTION OF DIRECTOR NOMINEES BY BOARD

The Corporate Governance Committee facilitates the

selection of director nominees. Farmer Mac's By-Laws

require the Corporate Governance Committee to consist of

two Appointed Members, two directors elected by the holders

of the Class A Voting Common Stock, and two directors

elected by the holders of the Class B Voting Common Stock.

The Corporate Governance Committee Charter requires that

both the Board Chair and the Board Vice Chair serve on the

Corporate Governance Committee as long as each is

determined to be "independent" under the independence

criteria in Farmer Mac's Corporate Governance Guidelines.

As described under "Corporate Governance Matters—

Director Independence," the Board has determined that all

of the current members of the Corporate Governance

Committee are "independent" as defined under Farmer

Mac's Corporate Governance Guidelines, which prescribe

independence criteria that meet or exceed all standards

for director independence under applicable SEC and

NYSE rules. The Corporate Governance Committee

Charter and Farmer Mac's Corporate Governance

Guidelines are available on Farmer Mac's website,

www.farmermac.com, in the "Corporate Governance"

portion of the "Investors" section. Print copies of the

Corporate Governance Committee Charter and Farmer

Mac's Corporate Governance Guidelines are available

free of charge upon written request to Farmer Mac's

Secretary at Farmer Mac Headquarters.

In identifying and evaluating potential director candidates,

the Corporate Governance Committee adheres to the

criteria set forth in the By-Laws and the Corporate

Governance Guidelines, as well as a policy statement on

directors adopted by the Board that expresses the general

principles that should govern director selection and conduct.

The Corporate Governance Committee annually reviews

the appropriate qualifications, skills, and characteristics

sought in Board members in the context of the composition

of the Board as a whole at that time and in accordance with

the criteria in the By-Laws. The Corporate Governance

Committee's assessment includes a Board member's

qualification as to independence and a commitment to

represent the interests of all stakeholders rather than those

of a specific constituency, as well as issues of judgment,

capability, skills (such as training in, or understanding of,

relevant industries, technologies, or disciplines), and

financial or other relevant professional or industry

experience or expertise, all in the context of an assessment

of the perceived needs for the effective operation of the

Board and its committees at that time. The Corporate

Governance Committee strives to identify and retain as


	14


	Farmer Mac 2026 Proxy Statement

members of the Board individuals who have the qualities,

background, skills, and experience that reflect expertise

related to Farmer Mac's business, strategy, and material

risks from a variety of perspectives. This mix of professional

and personal characteristics results in a wide range of

perspectives and varied viewpoints that enhance strategic

decision-making. The variety of backgrounds, skills,

experiences, and perspectives of the Board members also

enables the Board to provide effective oversight of the

strategic direction, operations, and risk management of

Farmer Mac and to establish effective governance

practices. Those practices support the development of

Farmer Mac's business while promoting strong financial

performance, the creation of long-term stockholder value,

and the fulfillment of the company's mission to increase the

accessibility of financing to provide vital liquidity for

American agriculture and rural infrastructure.

With these considerations in mind, the Board has

determined that its elected members should consist of

individuals with a variety of backgrounds, skills,

experiences, and perspectives who have a demonstrated

record of accomplishment as leaders of agricultural, rural

infrastructure, or other relevant business entities; as

agricultural, rural infrastructure, or commercial lenders;

or as accountants, auditors, or other finance-related

professionals. In recommending a nominee for director,

the Corporate Governance Committee also considers an

individual's ability to represent objectively all of Farmer

Mac's stockholders, as well as his or her character,

judgment, fairness, commitment, and overall ability to

serve Farmer Mac. Thus, besides considering the current

needs of the Board and the quality of an individual's

personal and professional background, skills, and

experience, the Corporate Governance Committee

seeks individuals who:

•have integrity, independence, an inquiring mind, an

ability to work with others, good judgment, intellectual

competence, and motivation;

•have the willingness and ability to represent all

stockholders' interests and not only the interests of

the particular stockholders that elect the director to

serve on the Board;

•have an awareness and appreciation of the mission

of Farmer Mac;

•are willing to commit the necessary time and energy

to prepare for and attend Board and committee

meetings; and

•are willing, and have the ability, to present their views

and opinions in a forthright manner but will support a

decision reached by a majority of the Board and act in

the best interests of Farmer Mac and all of its

stockholders upon the conclusion of deliberations on

any matter.

The Corporate Governance Committee and the Board

exercise judgment in applying these factors to select

director nominees.

In identifying potential candidates for the Board, the

Corporate Governance Committee considers

suggestions from Board members, management,

stockholders, and others. From time to time, the

Corporate Governance Committee may retain a search

firm to help identify potential candidates and gather

information about the background and experience of

those candidates. The Corporate Governance

Committee will consider all proposed nominees,

including stockholder nominees, in light of the

qualifications discussed above and the assessed needs

of the Board at the time.

The Corporate Governance Committee recommended

five individuals to be considered for election as Class A

nominees and five individuals to be considered for

election as Class B nominees, and the Board has

approved these recommendations. The individuals

recommended by the Corporate Governance

Committee are referred to collectively as the

"Nominees." The Nominees will stand for election to

serve for terms of one year each, or until their

respective successors are duly elected and qualified.

Eight of the ten Nominees are current members of the

Board standing for re-election. AgriBank, FCB, the

holder of 40.3% of the Class B Voting Common Stock,

recommended to the Corporate Governance Committee

that Daniel L. Shaw be renominated for election to the

Board and that Dale E. Crawford be nominated for

election to the Board. Farmer Mac did not pay any fees

to any director search firms or other third parties to help

identify and evaluate the Nominees.


			15


		Proposal 1: Election of Directors

STOCKHOLDER DIRECTOR NOMINATIONS

Farmer Mac's By-Laws contain, among other provisions,

an advance notice of director nomination provision to

provide a process for the delivery of timely and proper

notices for stockholder nominations. The exclusive

means by which eligible holders of Farmer Mac's Class

A and Class B Voting Common Stock may nominate an

individual to stand for election to the Board at an annual

meeting of stockholders are set forth in Farmer Mac's

By-Laws and summarized below.

Timely Notice. Stockholders seeking to nominate

persons for election to the Board at an annual meeting

of stockholders must deliver a timely and proper

advance written notice to Farmer Mac, which generally

must be received by Farmer Mac's Secretary not earlier

than 120 calendar days nor later than 90 calendar days

before the first anniversary of the immediately preceding

year's annual meeting of stockholders. For the 2027

Annual Meeting of Stockholders, Farmer Mac must

receive written nominations submitted by the holders of

Farmer Mac's Voting Common Stock on or after

January 14, 2027 through February 13, 2027. Those

submissions should be directed to Farmer Mac's

Secretary at Farmer Mac Headquarters.

Proper Notice. For a stockholder's advance notice

of director nomination to be proper, it must be in

proper written form and be accompanied by the

documentation prescribed in "Nominee Eligibility"

below. The content of the advance notice for director

nomination must include specified representations

from the stockholder and provide detailed information

about, among other things, the nominating person,

stock ownership and related filing obligations under

the Exchange Act, each proposed nominee, and

certain compensation arrangements.

Nominee Eligibility. Prospective director nominees must

satisfy specified requirements to be eligible for

nomination by a stockholder for election as a director,

including requirements to deliver a written questionnaire

prescribed by Farmer Mac about the background and

qualifications of the proposed nominee and a written

representation and agreement in the form prescribed by

Farmer Mac. Farmer Mac's Secretary will provide the

forms of written questionnaire, representation, and

agreement described in this paragraph upon written

request by the stockholder. Farmer Mac's Secretary

must receive these completed documents within the

timeframe specified in this section to be considered

timely notice.

The By-Laws provide that, at a minimum, a proposed

nominee must:

•be a natural person over 21 years of age;

•be a U.S. citizen (which includes a

naturalized citizen);

•be financially literate (i.e., able to read and

understand financial statements and comprehend

general financial concepts);

•have some knowledge about one or more areas of

Farmer Mac's business;

•not have been convicted of any criminal offense

involving dishonesty or a breach of trust;

•not have been found to have violated any provision of

the Farm Credit Act of 1971, any banking laws, or any

federal or state securities laws, including but not

limited to, the Securities Act or the Exchange Act;

•not have had a professional license suspended or

revoked; and

•satisfy such other criteria for service as may be

imposed by applicable law, including, but not limited

to, the rules and regulations of the SEC and any

national securities exchange where Farmer Mac's

shares are listed or traded.

Stockholders are encouraged to review Farmer Mac's

By-Laws containing the requirements described in this

section, which were included as Exhibit 3.1 to Farmer

Mac's Current Report on Form 8-K filed with the SEC on

February 2, 2026.

INFORMATION ABOUT NOMINEES FOR DIRECTOR

Each of the Nominees has consented to being named in

this Proxy Statement and to serve if elected. Each of the

Nominees has been principally employed in his or her

current position for the past five years unless otherwise

noted. If any of the ten Nominees named below is

unable or unwilling to stand as a candidate for the office

of director on the date of the Meeting or at any

adjournment or postponement of the Meeting, the

proxies received to vote for that Nominee will be voted

for any substitute or other nominee as the Board may

designate. The Board has no reason to believe that any

of the Nominees will be unable or unwilling to serve

if elected.


	16


	Farmer Mac 2026 Proxy Statement

CLASS A NOMINEES


		JAMES R. ENGEBRETSEN, 70, has been a member of the Board of Directors of Farmer Mac since June 5, 2008 and serves as vice chair of the Finance Committee and as a member of the Audit Committee and the Human Capital and Compensation Committee. Mr. Engebretsen currently serves as a member of the board of directors for Agreed, a software company in Utah that he joined in 2019. He has served as an advisor to Epic Ventures since January 2014 and Soltis Advisors since 2012. He serves as an advisor to SGT Capital and also served as an advisor to XIO Group from June 2016 to 2018. Mr. Engebretsen is the former Assistant Dean of the Marriott School of Management at Brigham Young University, where he served as Professor of Finance from 2004 until August 2014. He formerly served as the Managing Director of the Peery Institute of Financial Services at the Marriott School from 2004 to 2006. He joined the Marriott School with nearly fifteen years of work experience at Lehman Brothers, JP Morgan, and Goldman Sachs in New York and Philadelphia. Mr. Engebretsen left Goldman Sachs in 1995 to set up his own hedge fund, Associates Capital Management. He is a registered investment advisor and earned his Master of Business Administration and Bachelor of Science in Economics from Brigham Young University.


James R. Engebretsen Director Since: June 5, 2008 Age: 70


		LYLE LOGAN, 66, is a retired financial services executive and experienced public company director with more than 45 years of experience in commercial banking, asset management, capital markets, and credit management. He retired in 2025 as Vice Chairman of Northern Trust, where he served for 25 years in senior leadership roles, including Head of Global Strategic Relationship Management, Managing Director of Institutional Sales and Client Servicing, and Senior Vice President and Head of Chicago Private Banking. Earlier in his career, he held senior leadership positions at Bank of America (formerly Continental Bank) across capital markets, securities and commodities, private banking, and portfolio management. Mr. Logan brings more than 20 years of board experience, having served as Lead Director, Board Chair, Audit Committee Chair, Compensation Committee Chair, and Nominating and Governance Committee Chair for public companies and nonprofit organizations, including Adtalem Global Education, Heidrick & Struggles, and Impax Asset Management. He holds an M.B.A. in Finance from the University of Chicago and a B.A. in Accounting and Economics from Florida A&M University.


Lyle Logan Director Nominee Age: 66


\		ERIC T. McKISSACK, 72, has been a member of the Board of Directors of Farmer Mac since February 23, 2021 and serves as chair of the Finance Committee and as a member of the Audit Committee and the Corporate Governance Committee. Mr. McKissack is founder and former CEO of Channing Capital Management, LLC. He retired from Channing, an institutional investment advisory firm, in December 2019 after 16 years. Before founding Channing, Mr. McKissack was Vice Chair and Co-Chief Investment Officer of Ariel Capital Management (now known as Ariel Investments). Before joining Ariel in 1986, Mr. McKissack worked for five years as a research analyst for First Chicago and First Chicago Investment Advisors. Mr. McKissack currently serves as chair of the board of FlexShares, a family of publicly-traded ETF funds managed by Northern Trust, and serves on the audit and governance committees. He is also chair and independent trustee on the board of Morgan Stanley Pathway Funds. He also serves on the boards of directors of two related, privately-held engineering and design firms, McKissack & McKissack of Washington, and McKissack & McKissack Midwest. Mr. McKissack received an SB in Management from the Massachusetts Institute of Technology and holds an MBA from the University of California at Berkeley. Mr. McKissack has also earned the Chartered Financial Analyst designation.
\

Eric T. McKissack Director Since: February 23, 2021 Age: 72


			17


		Proposal 1: Election of Directors


		JEFFREY L. PLAGGE, 70, has been a member of the Board of Directors of Farmer Mac since May 16, 2024 and serves as vice chair of the Credit Committee and as a member of the Audit Committee and the Public Policy and Corporate Social Responsibility Committee. Mr. Plagge has been a director of both Northwest Financial Corporation and Northwest Bank since September 2009 and currently serves as Chairman of the board audit committee and is a board member of the executive loan committee of Northwest Financial Corporation. From 2009 to 2020, Mr. Plagge also served as the President and CEO of Northwest Financial Corporation. Since January 2024, he has served as a Managing Director and consultant for Barnes & Co. Since 2007, Mr. Plagge has served on the board of directors of American Bankers Mutual Insurance Co. and served as its chair until 2019. He has also served as a member of the board of directors of the Federal Home Loan Bank of Des Moines since January 2024 and serves as vice chair of its technology committee and a member of its finance committee. In September 2019, Mr. Plagge was appointed Iowa Superintendent of Banking for the Iowa Division of Banking by the state governor and served until December 2023. Mr. Plagge earned a Bachelor of Science in Agriculture Business from Iowa State University and completed the Graduate School of Banking program at the University of Colorado-Boulder.


Jeffrey L. Plagge Director Since: May 16, 2024 Age: 70


		TODD P. WARE, 60, has been a member of the Board of Directors of Farmer Mac since May 9, 2019 and serves as chair of the Enterprise Risk Committee, chair of the Cybersecurity Subcommittee of the Enterprise Risk Committee, and as a member of the Human Capital and Compensation Committee and the Corporate Governance Committee. Mr. Ware has served as President and Chief Executive Officer of Licking Rural Electrification – The Energy Cooperative in Newark, Ohio, since January 2012. He previously served as its Vice President and Chief Financial Officer from 2001 until 2012 and Vice President – Finance from 1998 to 2000. From June 2015 to June 2021, Mr. Ware served on the board of directors of National Rural Utilities Cooperative Finance Corporation, during which time he served on that board's audit, compensation, corporate relations, and loan committees. Mr. Ware has served as a member of the board of directors of Buckeye Power Cooperative since 2012. He currently serves as its Treasurer and as a member of its executive committee, rate committee, risk management committee, and legislative committee and previously served on its reliability committee. He has also served as a member of the boards of directors of Altheirs Oil Corporation since 2002, National Gas & Oil Cooperative since 2002, The Ohio State University-Newark Regional Campus Advisory Board from 2016 to 2025, and Cardinal Operating Company since 2019. Mr. Ware received his Bachelor of Science in Accounting from The Ohio State University.


Todd P. Ware Director Since: May 9, 2019 Age: 60


	18


	Farmer Mac 2026 Proxy Statement

CLASS B NOMINEES


		DALE E. CRAWFORD, 69, is an experienced agricultural producer and board leader based in Sullivan, Illinois, with more than four decades of leadership in agricultural finance, cooperative governance, and rural community service. A multigenerational corn and soybean farmer since 1979, he brings deep, hands‑on expertise in production agriculture, risk management, capital investment, and long‑term land stewardship. Mr. Crawford has served extensively on boards within the Farm Credit System and related agricultural organizations, including as an elected director of AgriBank, FCB (2017–2025), where he held vice chair roles on both the Audit and Risk Committees, and as a long‑time director and vice chairman of Farm Credit Illinois (2005–2017). His governance experience also includes national‑level policy engagement through the Farm Credit Council in Washington, DC, as well as decades of leadership with local and regional cooperatives, education boards, and community institutions. He holds a Bachelor of Science in Agricultural Technology Systems from the University of Illinois at Urbana–Champaign and brings significant board‑level expertise in audit, risk, compliance, and fiduciary oversight in service of agriculture and rural America.


Dale E. Crawford Director Nominee Age: 69


		AMY H. GALES, 67, has been a member of the Board of Directors of Farmer Mac since May 12, 2020 and serves as chair of the Credit Committee and as a member of the Business Development and Business Strategy Committee and the Finance Committee. Ms. Gales served as Executive Vice President of CoBank, ACB and was a member of CoBank’s management executive committee from 2016 to 2018. Ms. Gales also served at CoBank in the roles of Executive Vice President, Regional Agribusiness Banking Group, Central Region President, and Region Vice President, Minneapolis Banking Center, from 2007 to 2016. Ms. Gales previously served as Vice President, Commercial Banking at Wells Fargo, N.A. from 2006 to 2007, as Vice President, Commercial Lending at Commerce Bank, N.A. from 2002 to 2006, the Executive Director for Value-Added Agriculture Development Center from 1999 to 2002, and CEO and General Manager of the United Farmers Cooperative from 1997 to 1999. She began her career at St. Paul Bank for Cooperatives, where she served in various roles from 1981 to 1997, including as Vice President and Banking Center Manager. She has served on various boards during her career, including Farm Credit Leasing (a wholly-owned subsidiary of CoBank). Ms. Gales and her daughter own Hempstead Farms, a family crop farm in Southeast Minnesota that was founded in 1856. Ms. Gales earned a bachelor’s degree in business administration with an emphasis in finance from the University of Minnesota’s Carlson School of Management.


Amy H. Gales Director Since: May 12, 2020 Age: 67


			19


		Proposal 1: Election of Directors


		KEVIN G. RIEL, 60, has been a member of the Board of Directors of Farmer Mac since May 16, 2024 and serves as vice chair of the Human Capital and Compensation Committee and as a member of the Business Development and Business Strategy Committee and the Enterprise Risk Committee . Mr. Riel has been a hop farmer for the last 39 years and has served as President of Double 'R' Hop Ranches, Inc. since January 1995. Mr. Riel also served as a manager of Double 'R' Hop Ranches, Inc. from June 1986 to December 1994. Mr. Riel has served on the board of directors of Yakima Chief Hops since 2021 (chair since April 2025). Mr. Riel served on the board of directors of Northwest Farm Credit Services from 2007 to 2017 and served as its chair from 2011 to 2013, where he served on its audit committee, compensation committee, finance committee, and governance committee. Mr. Riel also served on the board of directors of CoBank, ACB from 2014 to 2021 and served as its chair from 2018 to 2021. During that time, he served as chair of CoBank's executive committee and as a member of its compensation committee and succession committee. Mr. Riel also served as board council of Nationwide Insurance Company from 2018 to 2021. Mr. Riel earned a Bachelor of Science degree in Computer Information Systems and graduated summa cum laude from Central Washington University. Mr. Riel also has successfully completed certifications for the Premier Governance Series from the Farm Credit System, as well as the Washington Agriculture and Forestry Leadership Program. Mr. Riel has completed the director certification course from NACD, earning an NACD.DC designation.


Kevin G. Riel Director Since: May 16, 2024 Age: 60


		ROBERT G. SEXTON, 66, has been a member of the Board of Directors of Farmer Mac since May 5, 2018 and serves as vice chair of the Audit Committee and as a member of the Corporate Governance Committee and the Finance Committee. Mr. Sexton has operated a citrus growing and packing business since 1983 through a number of entities, including Sexton Grove Holdings, LLC, Sexton Citrus, LLC, Oslo, Inc., and Oslo Packing Company, Inc. He currently serves as President of the Oslo Citrus Growers Association and has been a member of that organization since 1983. He also serves as President of Oslo Packing Company and Sexton Inc., which are closely-held commercial real estate companies, since August 2019. Since January 2024, Mr. Sexton has served as chair of the board of directors for Dairy Feed. Mr. Sexton has served on the board of directors of Farm Credit of Florida since 2011 and served as its chair from 2015 to 2017. He previously served on the board of directors of Farm Credit of South Florida from 1996 until 2010 and served as its chair from 2003 to 2005. Mr. Sexton also previously served on the board of directors of AgFirst Farm Credit Bank from 2000 to 2011 and again from 2013 to 2016 and served as its chair from 2007 to 2009. Mr. Sexton has also previously served on the boards of several other organizations, including the Indian River Citrus League, the Florida Citrus Packers Association, and Highland Exchange Service Cooperative. Mr. Sexton earned a Bachelor of Science degree in Business Administration and a Master of Business Administration degree from the University of Florida.


Robert G. Sexton Director Since: May 5, 2018 Age: 66


		DANIEL L. SHAW, 70, has been a member of the Board of Directors of Farmer Mac since March 26, 2025 and serves as vice chair of the Business Development and Business Strategy Committee and as a member of the Credit Committee, the Enterprise Risk Committee, and the Cybersecurity Subcommittee of the Enterprise Risk Committee. Mr. Shaw has owned and operated Shaw Farms, LLC in Edgar, Nebraska since 1975, raising corn, soybeans, wheat, and a commercial cow-calf herd. He has also owned and managed a local grain elevator since 2006 and operated a commercial poultry breeder barn since 2017. Mr. Shaw previously served on Farmer Mac’s Board of Directors from December 2019 through May 2021. He also previously served on the board of directors of AgriBank Farm Credit Bank from 2014 to 2021 (including as chair of the Risk Management Committee from 2016 to 2018), and on the board of directors of Farm Credit Services of America from 2007 to 2014 (including as chair of the Compensation Committee and Risk Work Group, a member of the Business Risk Committee, and 2-year terms as both chair and vice-chair). Mr. Shaw is the chair of the Edgar Township Board and studied business and economics at Nebraska Wesleyan University.


Daniel L. Shaw Director Since: March 26, 2025 Age: 70


	20


	Farmer Mac 2026 Proxy Statement

DIRECTORS APPOINTED BY THE PRESIDENT OF THE

UNITED STATES


		SARA L. FAIVRE, 61, has been a member of the Board of Directors of Farmer Mac since September 30, 2010 and serves as chair of the Business Development and Business Strategy Committee and as a member of the Human Capital and Compensation Committee and the Public Policy and Corporate Social Responsibility Committee. Dr. Faivre serves as an independent director of One More Cloud, an AI-enabled sponsored search technology company. She also sits on the advisory board of Harvest Returns, an ag and agtech investment platform. She has served as a board member, advisory board member for several agtech startups. Dr. Faivre is National Association of Corporate Directors Directorship Certified and was named to NACD's Directorship 100 in 2021. She has served on the board and in leadership positions in the Texas TricCities Chapter. Dr. Faivre is a partner in, and general manager of, Wild Type Ranch, LLC, a regenerative farm in Southern Wisconsin producing pastured meat and eggs. She was a principal operator of Wild Type Ranch LP, a grass-fed beef ranch in Texas from 2005 to 2024. As President of Sara Faivre, Inc., she provides executive consulting to emerging agtech and sustainable agricultural firms. Dr. Faivre held various executive positions, including Founder and President, in two agricultural biotech startups from 2000 to 2006. She was also the interim Chief Science and Technology officer from 2021 to 2022 for Earthwise Global, a seed-stage agtech. She began her career as a scientist with human and livestock genome projects at the USDA, University of Iowa, University of Illinois, and Texas A&M before becoming a biotech entrepreneur. Dr. Faivre holds a B.S. in Agricultural Business and Animal Science from Iowa State University and a Ph.D. in Genetics from Texas A&M. Dr. Faivre has earned certificates in Climate Governance, Digital Directorship, Sustainable Capitalism, and Executive Women Leadership.


Sara L. Faivre Director Since: September 30, 2010 Age: 61


		LOWELL L. JUNKINS, 82, has been a member of the Board of Directors of Farmer Mac since June 13, 1996 and has served as Board Chair since March 2022. He previously served as Board Chair from September 2010 to January 2020, Acting Board Chair from September 2008 to September 2010, and Board Vice Chair from December 2002 to September 2010 and from January 2020 to March 2022. Mr. Junkins also served as Farmer Mac’s Acting President and Chief Executive Officer from December 2017 to October 2018. Mr. Junkins serves as chair of the Corporate Governance Committee and as a member of the Enterprise Risk Committee and the Public Policy and Corporate Social Responsibility Committee. He was appointed to the Board of Directors by President Clinton in April 1996 while the Senate was in recess and was confirmed by the Senate on May 23, 1997, and was reconfirmed by the Senate in June 2003 and September 2010. Mr. Junkins has worked as a political affairs consultant for Lowell Junkins & Associates in Des Moines, Iowa, since 1987. He owned and operated Hillcrest Farms in Montrose, Iowa until 2024. He also served as Mayor of Montrose from 1971 to 1972. From 1974 through 1985, Mr. Junkins served as an Iowa State Senator, including as minority leader and majority leader from 1981 to 1985.


Lowell L. Junkins Director Since: June 13, 1996 Age: 82


			21


		Proposal 1: Election of Directors



		CHARLES A. STONES, 71, has been a member of the Board of Directors of Farmer Mac since December 22, 2020 and serves as chair of the Audit Committee, acting chair of the Public Policy and Corporate Social Responsibility Committee, and as a member of the Credit Committee. Mr. Stones retired from the Kansas Bankers Association in 2019 after serving 15 years as President and 33 years overall, including roles as director of member relations, director of research, senior vice president, and head lobbyist. At the start of his career, he worked in the investment division of Fourth National Bank for seven years before joining the Kansas Bankers Association in 1986. Mr. Stones previously served on the boards of banking schools in Nebraska and Wisconsin. He graduated from Washburn University in Topeka, Kansas with a degree in Communications.

Charles A. Stones Director Since: December 22, 2020 Age: 71


		LAJUANA S. WILCHER, 71, has been a member of the Board of Directors of Farmer Mac since December 20, 2019, and currently serves as Board Vice Chair. She previously served as Board Chair from January 17, 2020 to March 30, 2022. Ms. Wilcher serves as vice chair of the Enterprise Risk Committee, the vice chair of the Corporate Governance Committee, and as a member of the Public Policy and Corporate Social Responsibility Committee. Ms. Wilcher has owned and operated Scuffle Hill Farm in Alvaton, Kentucky since 2005, where she boards horses and grows and harvests orchard grass and fescue hay. She serves on the board of the Warren County Conservation District and is a Certified Crop Advisor, a Master Grazer, and a Master Cattleman. Ms. Wilcher has also been a partner at the law firm English, Lucas, Priest & Owsley, LLP since 2006, where she represents clients on complex environmental permitting, enforcement, and regulatory compliance matters. Ms. Wilcher’s extensive experience as a leader and manager of large federal and state government agencies includes stints at the United States Department of Agriculture (USDA), Environmental Protection Agency (EPA), and the Commonwealth of Kentucky. She was confirmed by the United States Senate in 1989 to be the Assistant Administrator of Water for EPA, where she served until 1993. Ms. Wilcher also served as the Cabinet Secretary of Kentucky’s Environmental and Public Protection Cabinet from 2003 to 2006, which included Kentucky’s banking, securities, and insurance regulatory agencies, among other things. She currently serves as the chair of the Energy and Environmental Policy Council for the Kentucky Chamber of Commerce. Ms. Wilcher received a Bachelor of Science degree from Western Kentucky University and a J.D. from Salmon P. Chase College of Law, Northern Kentucky University. Ms. Wilcher has also attained the CERT Cybersecurity Oversight Certification for Directors. Besides the affiliations described above, the Nominees and Appointed Members are active in many local and national trade, commodity, charitable, educational, and religious organizations.


LaJuana S. Wilcher Director Since: December 20, 2019 Age: 71


	22


	Farmer Mac 2026 Proxy Statement

QUALIFICATIONS, ATTRIBUTES, SKILLS, AND EXPERIENCE TO

BE REPRESENTED ON THE BOARD

The Corporate Governance Committee has

identified particular qualifications, attributes, skills,

and experience that are important to be represented

on the Board as a whole in light of Farmer Mac's

current needs and business priorities. Farmer Mac's

business is focused primarily on agricultural,

agribusiness, and rural infrastructure lending.

Therefore, the Corporate Governance Committee

believes that the Board should include some

directors who possess knowledge of the underlying

industries. Dr. Faivre, Ms. Gales, Ms. Wilcher, and

Messrs. Crawford, Junkins, Plagge, Riel, Sexton,

and Shaw bring to the Board experience in

agricultural production. Messrs. Riel, and Ware

bring to the Board experience with the rural

infrastructure industry.

Farmer Mac's business also involves complicated

financial transactions and complex accounting

issues. The Corporate Governance Committee

therefore believes that the Board should include

some directors with a high level of financial literacy

or accounting training or experience, as well as

directors with knowledge of finance or capital

markets. Dr. Faivre, Ms. Gales, and Messrs.

Crawford, Engebretsen, Logan, McKissack, Plagge,

Riel, Sexton, Shaw, Stones and Ware bring financial

literacy to the Board. Dr. Faivre, Ms. Gales, and

Messrs. Crawford, Junkins, Engebretsen, Logan,

McKissack, and Ware have accounting training or

financial reporting experience. Dr. Faivre, Ms. Gales,

and Messrs. Crawford, Engebretsen, Junkins, Logan,

McKissack, Plagge, Riel, and Sexton have

knowledge of or experience with agricultural finance,

capital markets, financial investments, or lending.

As a Congressionally chartered, highly regulated,

government-sponsored enterprise, Farmer Mac must

comply with a variety of regulatory and statutory

requirements and be aware of developments in the

political arena. The Corporate Governance Committee

therefore believes that governmental or political

expertise should be represented on the Board. That

governmental, political, or public policy experience is

brought to the Board by Dr. Faivre, Ms. Wilcher, and

Messrs. Junkins, and Stones, all of whom were

appointed to the Board by the President of the United

States and confirmed by the Senate, as well as

Messrs. Crawford, Logan, Plagge, Riel, and Sexton.

As the landscape of opportunities and risks facing

Farmer Mac and its stakeholders changes over time,

the Corporate Governance Committee believes that it is

important for the Board to have members with experience

in strategic planning, risk management, and other

relevant areas.

•Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs.

Crawford, Engebretsen, Junkins, Logan, McKissack,

Plagge, Riel, Sexton, Shaw, Stones, and Ware have

experience in strategic planning.

•Dr. Faivre, Ms. Gales, and Messrs. Crawford,

Engebretsen, Logan, Plagge, Riel, Sexton, and Shaw

have experience in risk assessment, management,

and control.

•Messrs. Engebretsen, Logan, Plagge, Riel, Sexton,

and Ware bring to the Board relevant cybersecurity

oversight or information technology experience.

•Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs. Riel,

Sexton, and Ware bring to the Board relevant

experience in human capital management and talent

development.

•Dr. Faivre and Messrs. Engebretsen, and Plagge

bring to the Board relevant marketing and public

relations experience.

•Dr. Faivre, Ms. Gales, Ms. Wilcher, and Messrs.

Crawford, Engebretsen, Logan, McKissack, Plagge,

Riel, Sexton, Shaw, and Ware bring to the Board

relevant experience from current or previous service

on other boards.

•Dr. Faivre, Ms. Wilcher, and Messrs. Crawford,

Engebretsen, Junkins, Logan, McKissack, Plagge,

Riel, Sexton, Stones, and Ware have relevant

experience as an executive.

That a director is not named in the discussion of a

particular attribute does not mean that the director does

not possess that qualification or skill, but that it is not a

specific area of focus or expertise on which the Board

currently relies.


			23


		Proposal 1: Election of Directors

2026 BOARD QUALIFICATIONS AND SKILLS


Strategic Planning Experience	Executive	Service on Other Boards

Agricultural Finance, Capital Markets, Financial Investment, or Lending	Accounting or Financial Reporting Experience	Agricultural Production

Risk Assessment, Management, and Control	Governmental, Political, or Public Policy	Human Capital Management, including Talent Development

Cybersecurity Oversight or Information Technology	Marketing or Public Relations

COMPENSATION OF DIRECTORS

In November 2024, the Board maintained the base annual cash retainer payable to each director at $69,000 for 2025.

The Board also approved an increase to the targeted value for the annual equity award granted to each director from

$69,000 to $75,000 for 2025. The overall targeted total compensation per director of $144,000 per year for 2025

represented a 4.3% increase compared to the overall targeted total compensation of $138,000 per year for 2024. The

Board maintained the same level of incremental annual cash retainers payable to the Board Chair ($50,000) and the

Board Vice Chair ($25,000) for 2025 but increased the annual cash retainers payable to the eight committee chairs for

2025 to the levels shown below:


Position	2025 Incremental Retainer ($)
Chair of the Audit Committee		$17,500
Chair of the Corporate Governance Committee		$15,000
Chair of the Enterprise Risk Committee		$15,000
Chair of the Finance Committee		$15,000
Chair of the Human Capital and Compensation Committee		$15,000
Chair of the Business Development and Business Strategy Committee		$10,000
Chair of the Credit Committee		$10,000
Chair of the Public Policy and Corporate Social Responsibility Committee		$10,000

No director who serves as the chair of a committee designated to receive an incremental annual cash retainer is

entitled to receive it if that director is already receiving the incremental annual cash retainer payable to the Board Chair

or the Board Vice Chair. Because the Board Chair also serves as the chair of the Corporate Governance Committee,

the incremental retainer for the chair of that committee is not paid.


	24


	Farmer Mac 2026 Proxy Statement

The aggregate amount of cash compensation received

by all persons who served on the Board in 2025 was

approximately $1,200,000 for their service on the Board.

This cash compensation amount includes cash

payments made in lieu of dividends that would have

been paid on shares of Class C Non-Voting Common

Stock acquired during the year as a result of the vesting

of annual equity awards in the form of restricted stock

units (RSUs). In lieu of all or a portion of their cash

retainers, directors may elect to receive shares of Class

C Non-Voting Common Stock on a quarterly basis

based on the fair market value on the date of

acquisition.

On March 6, 2025, each of the 14 sitting Board

members was granted 376 time-based RSUs

representing shares of Class C Non-Voting Common

Stock as an annual equity award. The number of RSUs

granted was calculated in accordance with the Board's

policy on equity compensation grants using a targeted

value of $75,000 based on the average stock price over

the previous 30 calendar days ending February 26,

2025 (seven calendar days before the grant date).

Based on the stock price at the time of these grants, the

actual value on March 6, 2025 was $75,956 to each

sitting director. On March 26, 2025, Mr. Shaw was

appointed to the Board to fill the vacancy created by the

death of Mr. Tiarks. Mr. Shaw received a pro-rata annual

equity award of 358 RSUs based on the date he joined

the Board. That grant of RSUs had a fair value of

$69,080 on the date of grant.

All of the RSUs granted to each director in March 2025

vested on March 31, 2026 other than the RSUs granted

to former director Culver. Upon retirement from the

Board on September 30, 2025, Mr. Culver vested in 201

shares of Class C Non-Voting Common Stock based on

the 376 RSUs granted to him in March 2025, with the

remaining 175 shares forfeited.

The following table sets forth the compensation awarded during 2025 to each person who served on the Board in 2025:


Name	Fees Earned or Paid in Cash1 ($)	Stock Awards2 ($)	All Other Compensation3 ($)	Total ($)
Chester J. Culver4	59,250	75,956	3,553	138,759
Richard H. Davidson	78,437	75,956	2,648	157,041
James R. Engebretsen	74,604	75,956	2,648	153,208
Sara L. Faivre	79,000	75,956	2,648	157,604
Amy H. Gales	79,000	75,956	2,648	157,604
Mitchell A. Johnson	69,000	75,956	2,648	147,604
Lowell L. Junkins	119,000	75,956	2,648	197,604
Eric T. Mc Kissack	78,437	75,956	2,648	157,041
Jeffrey L. Plagge	69,000	75,956	1,739	146,695
Kevin G. Riel	69,000	75,956	1,739	146,695
Robert G. Sexton	69,000	75,956	2,648	147,604
Daniel L. Shaw	52,900	69,080	—	121,980
Charles A. Stones	86,500	75,956	2,648	165,104
Roy H. Tiarks4	8,167	—	1,798	9,965
Todd P. Ware	84,000	75,956	2,648	162,604
LaJuana S. Wilcher	94,000	75,956	2,648	172,604

(1)Includes amounts that the following directors earned during 2025 and voluntarily used to purchase, at market value, newly issued shares of

Class C Non-Voting Common Stock in lieu of receiving some or all of their retainers in cash: Mr. Culver ($11,687), Mr. Engebretsen ($73,292),

Ms. Gales ($78,628), Mr. Johnson ($16,501), Mr. Junkins ($5,422), Mr. McKissack ($12,446), Mr. Plagge ($24,643), Mr. Sexton ($32,893), and

Mr. Ware ($15,893). The number of shares of Class C Non-Voting Common Stock received by these directors was based on the closing price of

the Class C Non-Voting Common Stock on the last business day of each quarter from March 31, 2025 to December 31, 2025, as reported by

the NYSE.

(2)The grant date fair value of each RSU awarded to all sitting members of the Board on March 6, 2025 was $202.01 (the closing price of the Class

C Non-Voting Common Stock on that date as reported by the NYSE). The 358 RSUs awarded to Mr. Shaw upon his appointment to the Board on

March 26, 2025 was granted at a fair value of $192.96 per share (the closing price of the Class C Non-Voting Common Stock on the grant date as

reported by the NYSE). Upon the death of Mr. Tiarks on February 4, 2025, his estate vested in 321 shares valued at $62,666 based on a price of

$195.22 per share (the closing price of the Class C Non-Voting Common Stock on the trading day preceding the vesting date as reported by the

NYSE) and forfeited the remaining 52 RSUs awarded to him on March 5, 2024. Upon retirement from the Board on September 30, 2025,

Mr. Culver vested in 201 shares valued at $33,957 based on a price of $168.94 per share (the closing price of the Class C Non-Voting Common

Stock on the trading day preceding the vesting date as reported by the NYSE) and forfeited the remaining 175 RSUs awarded to him on

March 6, 2025.


			25


		Proposal 1: Election of Directors

(3)The amount received by each director during 2025 in the category "All Other Compensation" consists of the payment of cash in lieu of dividends

that would have been paid on shares related to RSUs granted in March 2024 that vested on March 31, 2025. Mr. Shaw did not receive this

payment because he did not serve on the Board before March 2025 and therefore did not receive any RSUs that vested in 2025. The amount

received by Mr. Tiarks, who served through his death on February 4, 2025, reflects the payment of $1,798 as cash in lieu of dividends that would

have been paid on 321 shares related to RSUs granted in March 2024 that vested pro rata upon his death. The amount received by Mr. Culver,

who served through September 30, 2025, also includes the payment of $904.50 as cash in lieu of dividends that would have been paid on

201 shares related to RSUs granted in March 2025 that vested pro rata in September 2025 upon his retirement from the Board.

(4)Mr. Tiarks died on February 4, 2025. On September 30, 2025, Mr. Culver, a presidential appointee serving at the pleasure of the President of the

United States, was informed by The White House that his position as a Farmer Mac Board member had ended effective immediately.

In November 2025, the Board (1) approved an increase in the base annual cash retainer payable to each director from

$69,000 to $70,000 for 2026; and (2) approved an increase to the targeted value for the annual equity award granted

to each director from $75,000 to $80,000 for 2026. The overall targeted total compensation per director of $150,000

per year for 2026 represented a 4.2% increase compared to the overall targeted total compensation of $144,000 per

year for 2025. The Board maintained the same level of incremental annual cash retainers payable to the Board Chair

($50,000) and the Board Vice Chair ($25,000) for 2026 but increased the annual cash retainers payable to the eight

committee chairs for 2026 to the levels shown below:


Position	2026 Incremental Retainer ($)

Chair of the Audit Committee		$20,000
Chair of the Corporate Governance Committee		$17,500
Chair of the Enterprise Risk Committee		$17,500
Chair of the Finance Committee		$17,500
Chair of the Human Capital and Compensation Committee		$17,500
Chair of the Business Development and Business Strategy Committee		$11,000
Chair of the Credit Committee		$11,000
Chair of the Public Policy and Corporate Social Responsibility Committee		$11,000

On March 5, 2026, each of the 14 sitting Board members was granted 471 RSUs as an annual equity award.

The number of RSUs granted was calculated in accordance with the Board's policy on equity compensation grants

using a targeted value of $80,000 based on the average stock price over the previous 30 calendar days ending

February 26, 2026 (seven calendar days before the grant date). Based on the stock price at the time of these grants,

the actual value on March 5, 2026 was $76,373 to each sitting director. All of the RSUs granted to each director in

March 2026 will vest on March 31, 2027 if the director is serving on the Board on that date.

In addition to the cash and equity-based compensation described in this section, Farmer Mac also reimburses directors

for expenses incurred in performing their duties as directors and pays for continuing education related to their service

as directors on the Board.


	26

Stock Ownership of Directors, Director

Nominees, Named Executive Officers,

and Certain Beneficial Owners

DIRECTORS, DIRECTOR NOMINEES, AND

NAMED EXECUTIVE OFFICERS

As of March 23, 2026, the sitting members of the Board, nominees for election as directors, and named executive officers of

Farmer Mac listed in the table below may be considered to be "beneficial owners" of the indicated number of equity securities

of Farmer Mac, as defined by SEC rules. Farmer Mac's Voting Common Stock may be held only by banks, insurance

companies, and financial institutions and Farm Credit System institutions, and may not be held by individuals. Thus, no

director, director nominee, or named executive officer owns, directly or indirectly, any shares of any class of Voting Common

Stock. The Class C Non-Voting Common Stock has no ownership restrictions. For information about the beneficial owners of

5% or more of the Voting Common Stock, see "—Principal Holders of Voting Common Stock."


	Voting Common Stock		Non-Voting Common Stock (1)
	Class A or Class B Shares (#)	Percent of Class	Class C Shares (#)	Percent of Class
Bradford T. Nordholm	___	___	67,073	*
Zachary N. Carpenter	___	___	12,595	*
Matthew M. Pullins	___	___	—	*
Brian M. Brinch	___	___	10,908	*
Geraldine I. Hayhurst	___	___	—	*
Gregory N. Ramsey	___	___	2,682	*
Aparna Ramesh	___	___	701	*
Stephen P. Mullery	___	___	39,619	*
Dale E. Crawford	___	___	—	*
Richard H. Davidson	___	___	14,178	*
James R. Engebretsen	___	___	16,172	*
Sara L. Faivre	___	___	1,751	*
Amy H. Gales	___	___	5,372	*
Mitchell A. Johnson	___	___	8,108	*
Lowell L. Junkins	___	___	10,447	*
Lyle Logan	___	___	—	*
Eric T. McKissack	___	___	2,389	*
Jeffrey L. Plagge	___	___	819	*
Kevin G. Riel	___	___	681	*
Robert G. Sexton	___	___	13,699	*
Daniel L. Shaw	___	___	1,387	*
Charles A. Stones	___	___	1,970	*
Todd P. Ware	___	___	3,975	*
LaJuana S. Wilcher	___	___	3,096	*
All directors and current executive officers as a group (19 persons)(2)	___	___	174,620	1.88%

*Less than 1%.


			27


		Stock Ownership of Directors, Director Nominees, Named Executive Officers, and Certain Beneficial Owners

(1)Does not include shares attributable to RSUs previously granted but scheduled to vest after May 22, 2026. For performance-based RSUs that

vested on March 31, 2026, reflects the actual number of shares of Class C Non-Voting Common Stock earned after application of the applicable

performance factor rather than the original target number of RSUs. Includes shares of Class C Non-Voting Common Stock underlying SARs that

may be acquired within 60 days through the exercise of vested SARs as follows: Mr. Nordholm, 33,327 shares; Ms. Ramesh, 689 shares;

Mr. Carpenter, 4,280 shares; Mr. Mullery, 21,801 shares; and Mr. Brinch, 2,462 shares. Each SAR represents the right to receive, upon exercise,

an amount equal to the excess, if any, of the fair market value of a share of Farmer Mac’s Class C Non-Voting Common Stock on the date of

exercise over the grant price. Because the future exercise date of vested SARs is not known, the fair market value of a share on the date of

exercise is also not known, so the actual number of shares of Class C Non-Voting Common Stock that each person will receive upon exercise of

SARs cannot be determined at this time. The number of shares of Class C Non-Voting Common Stock beneficially owned by each named

executive officer reflected in the table above related to SARs is higher than the number of shares of Class C Non-Voting Common Stock that each

named executive officer will actually receive upon exercise of any vested SARs.

(2)Group does not include Dale E. Crawford and Lyle Logan, who are nominees for election to the Board but do not currently serve as directors of

Farmer Mac. Group includes the following current executive officers of Farmer Mac: Brian M. Brinch, Zachary N. Carpenter, Geraldine I.

Hayhurst, Bradford T. Nordholm, and Matthew M. Pullins. Group does not include the following named executive officers: Gregory N. Ramsey,

Vice President – Chief Accounting Officer, who served as interim principal financial officer from July through December 2025 and retired from

Farmer Mac in April 2026; Aparna Ramesh, who resigned as Executive Vice President – Chief Financial Officer and Treasurer in July 2025; and

Stephen P. Mullery, who retired from Farmer Mac in April 2026. The number of shares of Class C Non-Voting Common Stock shown for the group

includes shares underlying SARs that may be acquired within 60 days by the members of the group through the exercise of vested SARs.

POLICIES ON EMPLOYEE, OFFICER, AND DIRECTOR HEDGING

OF FARMER MAC SECURITIES

Farmer Mac has a policy on insider trading applicable to all directors and employees (including named executive

officers) that requires compliance with the federal securities laws and adherence to Farmer Mac's other policies and

procedures (including "open windows" for sales of stock and the adoption of Rule 10b5-1 plans). Farmer Mac's insider

trading policy prohibits any director or employee (including officers) from engaging in any short sales of, or purchases

or sales of puts, calls, or other derivative securities based on, Farmer Mac's securities.

PRINCIPAL HOLDERS OF VOTING COMMON STOCK

To Farmer Mac's knowledge, as of March 23, 2026, the following institutions are the beneficial owners of either 5% or

more of the outstanding shares of Farmer Mac's Class A Voting Common Stock or Class B Voting Common Stock,

and/or 5% or more of the total number of outstanding shares of Farmer Mac's Voting Common Stock.


Name and Address	Number of Shares Beneficially Owned	Percent of Total Voting Shares Outstanding	Percent of Total Shares Held By Class
AgFirst Farm Credit Bank 1901 Main Street, Columbia, SC 29201	84,024 shares of Class B Voting Common Stock	5.49%	16.79%
AgriBank, FCB 30 E. 7th Street, Suite 1600, St. Paul, MN 55101	201,621 shares of Class B Voting Common Stock	13.17%	40.30%
CoBank, ACB 6340 Fiddlers Green Circle, Greenwood Village, CO 80111	163,253 shares of Class B Voting Common Stock	10.66%	32.63%
Farm Credit Bank of Texas 4801 Plaza on the Lake, Austin, TX 78746	38,503 shares of Class B Voting Common Stock	2.51%	7.70%
Matthew 25 Management Corp. 122 East Butler Avenue, Suite 300, Ambler, PA 19002	98,477 shares of Class A Voting Common Stock	6.43%	9.55%
National Rural Utilities Cooperative Finance Corporation 20701 Cooperative Way, Dulles, VA 20166	81,500 shares of Class A Voting Common Stock	5.32%	7.91%
Zions Bancorporation, National Association One South Main Street, Salt Lake City, UT 84133	322,100 shares of Class A Voting Common Stock	21.04%	31.25%


	28


	Farmer Mac 2026 Proxy Statement

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires Farmer

Mac's officers and directors, and persons who

beneficially own more than 10% of a registered class of

Farmer Mac's equity securities, to file reports of

ownership and changes in ownership on Forms 3, 4,

and 5 with the SEC.

Based solely on Farmer Mac's review of its corporate

records, copies of reports filed by the reporting persons,

and written representations from reporting persons that

they were not required to file a Form 5 for 2025, Farmer

Mac believes that all of its officers, directors, and

beneficial owners of greater than 10% of any class of its

equity securities complied with all Section 16(a) filing

requirements and timely filed all reports applicable to

them for transactions during 2025, with the exception

of : (1) one late Form 3 was filed by Geraldine I.

Hayhurst, Executive Vice President – Chief Legal

Officer and Secretary, on October 1, 2025, due to a

delay in obtaining EDGAR filing codes; and (2) one late

Form 4 reporting the acquisition of RSUs on one date

was filed by Matthew M. Pullins, Executive Vice

President – Chief Financial Officer and Treasurer, on

December 22, 2025, due to a delay in obtaining EDGAR

filing codes.


			29

Executive Officers

The following table sets forth the names and ages of the current executive officers of Farmer Mac, the principal

positions held by them with Farmer Mac, and the officers' experience before joining Farmer Mac.


		Mr. Nordholm was first appointed as President and Chief Executive Officer in October 2018 and was reappointed as Chief Executive Officer in October 2025, with his current term extending through March 2027. Before his appointment as Farmer Mac's Chief Executive Officer, Mr. Nordholm was employed by Starwood Energy Group Global LLC (“Starwood Energy”), currently known as Lotus Infrastructure Partners, in various capacities from 2006 until September 2018, including serving as its first Chief Executive Officer & Managing Director from 2006 to 2016, its Co-Head & Senior Managing Director from 2016 to 2017, and its Vice Chairman & Senior Managing Director from 2017 to 2018. Before joining Starwood Energy, Mr. Nordholm served from 2002 to 2006 in dual capacities as the Co-Founder and Chief Executive Officer of Tyr Energy, an energy infrastructure management firm, and as the Co-Founder & Chairman of Tyr Capital, an asset management and capital investment firm. From 1995 to 1998, Mr. Nordholm served as the Chief Executive Officer of U.S. Central, which was a wholesale financial cooperative for corporate credit unions in the United States. Mr. Nordholm also served in senior-level positions at Aquila, which was later acquired by Kansas City Power & Light, from 1999 to 2002, and at National Cooperative Bank from 1984 to 1995. He was also employed in various capacities by Federal Land Bank of St. Paul (reorganized into AgriBank FCB) and Interregional Service Corporation of Minneapolis (acquired by an entity in the Farm Credit System) from 1980 to 1984. Mr. Nordholm currently serves on the boards of Carleton College, the Smithsonian Environmental Research Center, and the Anne Arundel Agriculture Commission. Mr. Nordholm received a Bachelor of Arts degree in Economics from Carleton College.

Bradford T. Nordholm Chief Executive Officer Employee Since: 2018 Age: 70


		Mr. Pullins was appointed Executive Vice President – Chief Financial Officer and Treasurer in December 2025. He brings more than two decades of experience in corporate finance, accounting, strategic planning, capital markets, and regulatory reporting, most recently serving as Senior Vice President, Chief Financial Officer – Capital Markets at PNC Financial Services Group, Inc. His career reflects a deep understanding of financial strategy, risk management, and enterprise reporting functions, developed through progressively senior leadership roles. Earlier in his career, Mr. Pullins served as Chief Financial Officer of PNC’s institutional asset management division. Raised on a family farm in western Ohio, Mr. Pullins holds a lifelong personal connection to American agriculture. He earned his bachelor’s degree in agribusiness and applied economics from The Ohio State University, where he later returned to complete his Master of Business Administration in corporate financial management. Mr. Pullins is a Certified Public Accountant.

Matthew M. Pullins Executive Vice President – Chief Financial Officer and Treasurer Employee Since: 2025 Age: 47


	30


	Farmer Mac 2026 Proxy Statement


		Mr. Carpenter was appointed Executive Vice President – Chief Business Officer in May 2019, later appointed President and Chief Operating Officer in October 2025, and is scheduled to assume the role of Chief Executive Officer in or before 2027. Mr. Carpenter has devoted much of his career to facilitating dependable credit and financial solutions for American agriculture and rural communities and has accumulated deep expertise developing and innovating financial solutions across the agribusiness value chain while developing strong relationships with other providers of capital. Before joining Farmer Mac, Mr. Carpenter spent nearly a decade in various management positions at CoBank, ACB, most recently as a Managing Director and Sector Vice President of its Corporate Agribusiness Banking Group, and previously as Executive Director in its Capital Markets division. He has also served as a vice president in corporate finance at Goldman Sachs. Mr. Carpenter earned a Bachelor of Science degree in Economics with a concentration in corporate finance from the Wharton School of Business at the University of Pennsylvania, and a Master of Business Administration with specializations in corporate finance, accounting, and business law from the Stern School of Business at New York University.

Zachary N. Carpenter President and Chief Operating Officer Employee Since: 2019 Age: 44


		Ms. Hayhurst serves as Chief Legal Officer and Secretary and joined Farmer Mac in September 2025 with over two decades of experience practicing law. Most recently Ms. Hayhurst was employed by CoStar Group, Inc., a leading real estate technology and information services firm, where she served as Associate General Counsel, Corporate and Compliance. In that position, she supported the company in all aspects of corporate governance, including filings with the Securities and Exchange Commission (SEC), as well as, managing M&A transactions and the Compliance and Privacy teams. From July 2021 to November 2024, Ms. Hayhurst served as General Counsel and Secretary at NewPoint Real Estate Capital, a commercial real estate finance firm, providing strategic advice, developing products and executing corporate strategy, while implementing innovative and forward- looking solutions for the company’s financing products. In previous leadership roles at Federal Home Loan Mortgage Corporation (Freddie Mac) going back to 2015, Ms. Hayhurst provided counsel to the company’s President, CEO, Division Heads, and Board.

Geraldine I. Hayhurst Executive Vice President – Chief Legal Officer and Secretary Employee Since: 2025 Age: 52


			31


		Executive Officers


		Mr. Brinch was appointed to serve as Executive Vice President – Chief Risk Officer in March 2025, after having served as Senior Vice President – Enterprise Risk Officer since March 2021. Mr. Brinch served as Senior Vice President – Rural Infrastructure from May 2019 to March 2021 and as Senior Vice President – Business Strategy and Financial Research for a year before that. Before Mr. Brinch’s appointment as a Senior Vice President in 2018, he served as Vice President – Financial Planning and Analysis starting in April 2014 and in multiple positions at Farmer Mac before that starting in 2000, including as Director – Financial Research, Manager – Financial Research, Senior Financial Research Associate, and Financial Research Associate. Mr. Brinch received a Bachelor of Science degree in Meteorology from The Pennsylvania State University and a Master of Science degree in Agricultural and Applied Economics from The Pennsylvania State University. Mr. Brinch is also a Chartered Financial Analyst® charterholder and holds a Financial Risk Manager® designation from the Global Association of Risk Professionals.

Brian M. Brinch Executive Vice President – Chief Risk Officer Employee Since: 2000 Age: 49


	32

Executive Compensation Governance

INTRODUCTION AND 2025 HIGHLIGHTS

The Human Capital and Compensation Committee of

Farmer Mac's Board of Directors ("Compensation

Committee") generally determines the salaries,

incentive compensation, and other compensation and

benefits of Farmer Mac's named executive officers

("NEOs"). For 2025, the Compensation Committee

determined the compensation of seven of the eight

NEOs and did not determine the compensation of

Gregory N. Ramsey, Farmer Mac's Vice President –

Chief Accounting Officer who also served as Farmer

Mac's interim principal financial officer from August 1,

2025 through December 10, 2025. Mr. Ramsey's 2025

compensation was determined by Farmer Mac's Chief

Executive Officer ("CEO") like all other Farmer Mac

employees who are not executive officers (i.e., not

appointed by the Board and with a title lower than

Executive Vice President). The Compensation

Committee also recommends the compensation of

directors in consultation with the Corporate

Governance Committee for approval by the Board.

The members of the Compensation Committee who

determined the 2025 compensation of Farmer Mac's

directors and NEOs (other than Mr. Ramsey) varied

during the year depending on when compensation

decisions were made. From January through

September 2025, the Compensation Committee

consisted of Mr. Culver, Mr. Davidson, Mr. Engebretsen,

Dr. Faivre, Mr. Riel, and Mr. Ware. Beginning

September 30, 2025, the Committee was reduced to

five members after Mr. Culver left the Board. Thus, only

the five remaining Compensation Committee members

determined: (1) the compensation of Matthew

M. Pullins, who was hired as Farmer Mac's Executive

Vice President – Chief Financial Officer and Treasurer in

December 2025 and (2) the short-term incentive

compensation of certain NEOs for performance in 2025.

Other than the period from May 2024 through May 2025

(when Mr. Ware served as chair of the Compensation

Committee), Mr. Davidson has served as the chair of

the Compensation Committee since June 2012. No

current member of Farmer Mac's Compensation

Committee is or has been an officer or employee of

Farmer Mac. As described in "Corporate Governance

Matters—Director Independence," the Board has

affirmatively determined that all members of the

Compensation Committee are "independent" under:

•Farmer Mac's Corporate Governance Guidelines,

which prescribe independence criteria that meet or

exceed all general standards for director independence

under applicable SEC and NYSE rules; and

•the added independence criteria prescribed by NYSE

rules specifically for directors who serve on the

Compensation Committee.

The Compensation Committee and the Board review

the Compensation Committee Charter annually and

approve changes as appropriate. The complete text of

the Compensation Committee Charter, which reflects

standards in SEC and NYSE rules, is available on

Farmer Mac's website (www.farmermac.com) in the

"Corporate Governance" portion of the "Investors"

section. A print copy of the Compensation Committee

Charter is available free of charge upon written request

addressed to Farmer Mac's Secretary at Farmer

Mac Headquarters.

The Compensation Committee determines and

approves the total compensation of executive officers

after evaluating current market compensation levels for

comparable positions and assessing each executive

officer's performance during the previous calendar year.

The Compensation Committee also consults with the

CEO in evaluating all other executive officers. Neither

the CEO nor any other executive officer is present

during deliberations on his or her compensation by the

Compensation Committee or the Board. The

Compensation Committee, in consultation with the

Corporate Governance Committee, recommends to the

Board the total levels of compensation for Farmer Mac's

directors. The Compensation Committee does not

delegate any of its authority to other persons.

The Compensation Committee engaged Aon's Human

Capital Solutions practice, a division of Aon plc ("Aon")

and otherwise known as McLagan, as its independent

compensation consultant during 2025. Aon is

accountable to and reports directly to the Compensation

Committee. The Compensation Committee asked Aon

to provide market data on executive and director

compensation and information about compensation

trends. The Compensation Committee met with Aon

during 2025 both in general committee session and in

executive session with no members of management

present. The chair of the Compensation Committee also

met separately with Aon with the consent of the other

Compensation Committee members.


			33


		Executive Compensation Governance

During 2025, some of the noteworthy developments

related to executive compensation included:

•extending the term of Bradford T. Nordholm's existing

employment agreement by one year to serve as

Farmer Mac's CEO (but no longer as President)

through March 31, 2027, subject to earlier termination

as provided in the agreement;

•appointing Zachary N. Carpenter as President and

Chief Operating Officer, designating Mr. Carpenter as

Mr. Nordholm’s successor, and appointing Mr.

Carpenter to serve as Farmer Mac’s CEO upon

Mr. Nordholm’s last day of employment with Farmer

Mac under the terms of an employment agreement

with Mr. Carpenter;

•hiring Matthew M. Pullins as Executive Vice President

– Chief Financial Officer and Treasurer to replace

Mr. Ramsey as interim principal financial officer;

•entering into a transition agreement with former

Executive Vice President – General Counsel and

Secretary Stephen P. Mullery in connection with his

retirement from Farmer Mac in April 2026;

•hiring Geraldine I. Hayhurst as Executive Vice

President – Chief Legal Officer and Secretary to

replace Mr. Mullery;

•promoting Brian M. Brinch from Senior Vice President

– Enterprise Risk Officer to Executive Vice President

– Chief Risk Officer; and

•the Board's revision to Farmer Mac's By-Laws to

define "executive officers" as officers having the rank

of Executive Vice President or higher (formerly

defined in the By-Laws as officers having the rank of

Senior Vice President or higher), as part of a strategic

reorganization of Farmer Mac’s senior management

team in alignment with industry standards and the

company's strategic goals.

OVERVIEW OF FARMER MAC'S EXECUTIVE

COMPENSATION PRACTICES

Farmer Mac has designed its executive compensation

program to align with good governance practices. The

program reflects our philosophy that:

•pay should be aligned with appropriate business

objectives, effective risk management, and

stockholder interests; and

•incentive compensation should depend on company

and individual performance without encouraging

undue risk-taking.

Under the oversight of our Compensation Committee

from design to payout, our executive compensation

program is based on a pay-for-performance approach

(both short-term and long-term) and executive retention.

Our executive compensation program has the following

key features consistent with sound governance:

•Our short-term and long-term incentive compensation

is based on balanced frameworks of metrics that are

aligned with our mission and support the safety and

soundness of Farmer Mac.

•We continue to use equity grants to remain

competitive with our market for executive talent. Our

long-term incentive compensation maintains a

balanced mix of stock appreciation rights ("SARs"),

performance-based restricted stock units ("RSUs"),

and time-based RSUs, placing less emphasis on

SARs in the mix of long-term incentive compensation.

•Much of the long-term incentive compensation we

award is contingent on increased stockholder value

and long-term performance through our grants of

SARs and performance-based RSUs.

•Incentive awards under our performance-based cash

and equity plans are subject to caps and specific

performance minimums.

•We do not provide our executive officers with any

pension or supplemental executive retirement plans

that include an enhanced contribution formula

compared to the formula used for contributions made

by Farmer Mac on behalf of other employees.

Executive officers participate in our defined

contribution qualified retirement plan available to all

employees. Our "make-whole" or "restoration"

nonqualified deferred compensation plan offered to

executive officers uses the same contribution formula

used to determine Farmer Mac's contributions to the

retirement accounts of all employees.

•We have an employment agreement with our CEO

that is a fixed-term contract. None of our other

executive officers have employment contracts other

than Mr. Carpenter as the designated successor to

the CEO.

•We provide conservative severance provisions to our

executive officers, and we do not provide any

additional benefits upon a change-in-control (no

"golden parachutes").


	34


	Farmer Mac 2026 Proxy Statement

•We do not provide some types of perquisites offered

by many companies, such as club memberships,

company cars, car allowances, private air travel, or

security services.

•We offer limited perquisites to executive officers

above and beyond the benefits provided to all other

employees, such as paid parking at our office building

located in Washington, DC and an incremental

preventive health benefit.

•Our insider trading policy prohibits any director or

employee from engaging in pledging and specified

hedging activities in Farmer Mac's securities.

•We have a stock ownership policy to better align the

interests of officers and directors with those of Farmer

Mac's stockholders.

•We have a compensation recovery or "clawback"

policy that is consistent with SEC and NYSE

requirements, which allows us to recover incentive

compensation from current or

former executive officers for an accounting

restatement, termination of employment for "cause,"

or an incorrect calculation of a financial measure

used to determine the value or amount of incentive

compensation.

•We evaluate our executive compensation program

regularly to ensure that it does not create incentives

for employees to take material risks.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis ("CD&A") discusses our executive compensation program for 2025,

mainly as it relates to eight individuals: our CEO; the three individuals who served as our principal financial officer

during 2025; our three other most highly compensated executive officers who were serving at year-end 2025; and

one former executive officer whose compensation would have placed him in the top three most highly compensated

executive officers for 2025 if he had been serving as an executive officer at year‑end 2025 ("named executive officers"

or "NEOs"):


Name	Title
Bradford T. Nordholm	Chief Executive Officer for all of 2025
Matthew M. Pullins	Executive Vice President – Chief Financial Officer and Treasurer (hired December 11, 2025)
Gregory N. Ramsey	Vice President – Chief Accounting Officer (Retired April 7, 2026), who also served as interim principal financial officer from August 1, 2025 when Ms. Ramesh resigned through December 10, 2025 when Mr. Pullins was hired
Aparna Ramesh	Former Executive Vice President – Chief Financial Officer And Treasurer (Through July 31, 2025)
Zachary N. Carpenter	President and Chief Operating Officer (starting September 25, 2025; Executive Vice President – Chief Business Officer before that promotion)
Brian M. Brinch	Vice President – Chief Risk Officer (starting March 7, 2025; Senior Vice President – Enterprise Risk Officer before that promotion)
Geraldine I. Hayhurst	Executive Vice President – Chief Legal Officer and Secretary (hired September 8, 2025)
Stephen P. Mullery	Former Executive Vice President – General Counsel and Secretary (through September 7, 2025 and then continuing on as a legal advisor to Ms. Hayhurst until his retirement on April 3, 2026)

The number of NEOs for 2025 exceeded the typical number because: (1) three different individuals served

as our principal financial officer during the year, all of whom must be identified as NEOs under SEC rules and

(2) one former executive officer is required to be included due to the level of his 2025 compensation although

he ceased serving as an executive officer before the end of the year. These circumstances are unusual and

expected to be non‑recurring, so they do not indicate an ongoing increase in the size of our senior leadership

team. The current list of our NEOs, our 2025 CD&A, and the related tabular disclosures reflect the leadership at

Farmer Mac during 2025 as described above.


			35


		Executive Compensation Governance

COMPENSATION PHILOSOPHY

The Board, through the Compensation Committee, has adopted a total compensation philosophy for Farmer Mac.

Farmer Mac's total compensation philosophy is designed to maintain a compensation program that fosters a

performance-oriented, results-based culture where compensation varies based on the business results achieved and is

properly aligned with an acceptable risk profile, effective risk management, and stockholder returns. At the 2025

Annual Meeting of Stockholders to approve the compensation of Farmer Mac's NEOs disclosed in Farmer Mac's 2025

Proxy Statement, over 99% of the votes cast by Farmer Mac's stockholders (excluding broker non-votes and

abstentions) supported the compensation. The Board considered the results of this advisory vote and determined that

Farmer Mac's compensation policies and decisions should continue to emphasize the total compensation philosophy.

Specifically, Farmer Mac's compensation philosophy aims to:


Attract, retain, and reward employees with the skills required to accomplish Farmer Mac's business objectives	Provide accountability and incentives for achievement of those objectives	Pay for performance by linking significant compensation to increased stockholder value and the attainment of established corporate performance goals

Properly balance Farmer Mac's risk profile with both annual and long-term incentives	Align with Farmer Mac's business processes, such as business planning, performance management, succession planning, and risk management	Reward employees for accomplishments in leadership and strategic performance in areas that can be significant drivers of long-term stockholder value

Farmer Mac's total compensation philosophy seeks to achieve the appropriate balance among market-based salaries,

variable incentive compensation, and benefits collectively designed to motivate the NEOs to achieve Farmer Mac's

current and long-term business objectives and thereby enhance long-term stockholder value. This philosophy also

seeks to encourage effective risk management and prudent risk-taking within Board-established parameters with the

proper balance between short-term and long-term business performance. Farmer Mac strives to deliver a significant

portion of total compensation for executive officers through both short-term and long-term incentives that vary with

actual business and personal performance.


	36


	Farmer Mac 2026 Proxy Statement

PEER GROUPS AND

MARKET POSTURE

Farmer Mac is a federally chartered corporation created

to establish a secondary market for agricultural and

rural loans designed to:

•increase the accessibility of financing for American

agriculture and rural infrastructure;

•provide greater liquidity and lending capacity for

agricultural and rural lenders; and

•facilitate intermediate-term and long-term agricultural

and rural funding across business cycles.

Farmer Mac is unique because it is a government-

sponsored enterprise ("GSE") regulated by the Farm

Credit Administration but is also a publicly-traded

financial services company. It is therefore difficult to

identify "peer" companies for comparison purposes.

However, the Compensation Committee has worked

with Aon to identify a blend of comparably-sized

publicly-traded financial services companies and other

mission-focused financial institutions whose business

and risk profiles align with Farmer Mac's. The result is a

peer group that includes public banks, Farm Credit

System ("FCS") institutions, Federal Home Loan Banks

("FHLBs"), and National Rural Utilities Cooperative

Finance Corporation ("CFC"), a mission-focused,

financially-oriented cooperative based in the

Washington, DC metropolitan area focused on financing

rural infrastructure.

The Compensation Committee uses a peer group to

assess competitive practices. Any peer group used by

Farmer Mac is selected based on criteria approved by

the Compensation Committee and is designed to align

the peer group with the unique attributes of Farmer

Mac. The peer group used for 2025 executive

compensation decisions included two segments that

grouped similar types of organizations for analysis—one

segment composed of public banks and one GSE

segment composed of FCS institutions and FHLBs.

That peer group reflects the Compensation Committee's

decision in August 2024, as part of its regular annual

review of the peer group, to maintain the public banks

and GSE segments of the peer group without significant

changes to help inform executive compensation

decisions for 2025. Specifically, the Compensation

Committee: (1) made no changes to the GSE segment

for 2025; (2) removed Northwest Bancshares, Inc. and

Provident Financial Services, Inc. from the public banks

segment for 2025; and (3) added Merchants Bancorp to

the public banks segment for 2025. The Compensation

Committee also continued to use CFC's executive

compensation information in composite peer group data

for 2025 executive compensation decisions.

The Compensation Committee selected the

organizations in the 2025 peer group to balance

traditional asset comparisons with total employee

headcount, operating expense, complexity of

operations, number of products, and realistic career

opportunities. The Compensation Committee believes

that this approach to the peer group:

•remains relevant to Farmer Mac in business and

organizational focus;

•provides valuable information about relevant but

distinct labor markets;

•is of sufficient size to buffer against the effects of

removals due to acquisitions and mergers; and

•is robust enough to ensure statistical reliability of

benchmarking data.

The Compensation Committee used the following peer

group to help determine the competitive market for 2025

executive compensation decisions:

Public Banks Segment

•Cadence Bank

•Commerce Bancshares, Inc.

•First Financial Bankshares, Inc.

•First Interstate BancSystem, Inc.

•First Merchants Corporation

•Fulton Financial Corporation

•Glacier Bancorp, Inc.

•Heartland Financial USA, Inc.

•Merchants Bancorp

•Old National Bancorp

•Pinnacle Financial Partners, Inc.

•Prosperity Bancshares, Inc.

•Simmons First National Corporation

•Trustmark Corporation

•UMB Financial Corporation

•United Community Banks, Inc.

GSE Segment

•AgFirst Farm Credit Bank

•AgriBank, FCB

•AgWest Farm Credit, ACA

•American AgCredit, ACA

•CoBank, ACB

•Compeer Financial, ACA

•Farm Credit Bank of Texas

•Farm Credit Mid-America, ACA

•Farm Credit Services of America, ACA


			37


		Executive Compensation Governance

•Federal Farm Credit Banks Funding Corporation

•Federal Home Loan Bank of Atlanta

•Federal Home Loan Bank of Chicago

•Federal Home Loan Bank of Cincinnati

•Federal Home Loan Bank of Dallas

•Federal Home Loan Bank of Des Moines

•Federal Home Loan Bank of Indianapolis

•Federal Home Loan Bank of New York

•Federal Home Loan Bank of San Francisco

•FHLBanks Office of Finance

Other Relevant Organization Used in Composite Data

•National Rural Utilities Cooperative

Finance Corporation

The Compensation Committee evaluated this peer

group in August 2025 as part of its annual review and

made the following adjustments to the peer group to

help inform executive compensation decisions for 2026:

•removed Heartland Financial USA, Inc. from the

public banks segment of the peer group to reflect

merger activity; and

•split the currently combined GSE segment of the peer

group into a separate FHLB group of 11 institutions

and a separate FCS group of 10 institutions to

provide additional insight into pay practice differences

between the different relevant markets.

The Compensation Committee believes that these peer

groups are useful tools to assist the Compensation

Committee in assessing Farmer Mac's executive

compensation program but provide only one

perspective. Because of Farmer Mac's unique business

model and the importance of multiple factors that should

be considered in making compensation decisions, the

Compensation Committee has also concluded that

competitive market data from any segment or peer

group should not be the primary consideration in

determining specific pay levels, especially for positions

that are not the CEO or the Chief Financial Officer. Our

compensation program aims to reward individuals for

achieving our goals and to attract, retain, and motivate

our executive team, whose skills are critical to the

current and long-term success of Farmer Mac. In

establishing compensation for 2025, the Compensation

Committee examined pay data from the applicable peer

group to stay current with market pay practices and

design trends and to assess the competitiveness of

overall compensation, but the Committee did not rely

only on this data. We use data from the peer groups for

reference and informational purposes but also consider

factors such as proprietary broader market survey data

provided by our compensation consultants and our

executive officers' individual performance, experience,

and scope of role given our unique strategy and

mission. We do not specifically weight any of these

criteria in making compensation decisions, nor do we

target a specific percentile of any segment or peer

group. We manage total compensation to be

competitive and vary the specific components of

compensation to achieve our total compensation

philosophy. For each NEO other than Farmer Mac's

CEO, the Compensation Committee considered

recommendations of the CEO along with the

above-described factors in establishing compensation

for 2025.

APPROACH TO

INCENTIVE COMPENSATION

Farmer Mac strives to deliver a significant portion of

total compensation for executive officers through both

short-term and long-term incentives that vary with actual

business and personal performance.

Short-Term Incentive Compensation

The Compensation Committee establishes performance

measures under the short-term incentive plan each year

in an effort to balance growth in business volume,

earnings, and revenues with prudent risk management

objectives. For 2025, the Compensation Committee

established four performance measures to quantify

these objectives:

•Business Volume

•Earnings

•Total Revenues

•Ratio of Substandard Assets to Regulatory Capital

The Compensation Committee has also included a

discretionary "Leadership and Strategic Performance"

measure for each NEO, as discussed on pages 43-44.

In determining whether the targets are met, the

Compensation Committee defines the performance

measures as follows:

•"Business Volume": as of any date of determination,

the total outstanding amount of Farmer Mac's on- and

off-balance sheet program assets attributable to

Farmer Mac's lines of business, including any

subordinated or non-guaranteed tranches of

securitized assets and loans serviced for others but

excluding any assets held in Farmer Mac's liquidity

investment portfolio. The Business Volume

performance measure used to determine short-term

incentive compensation for 2025 used an average of

month-end balances during the calendar year.


	38


	Farmer Mac 2026 Proxy Statement

•"Earnings": core earnings (a non-GAAP financial

measure reported by Farmer Mac described below)

excluding the after-tax effects of provisions for losses,

gains or losses on fair value, or sale of real estate

owned ("REO") property.

•"Total Revenues": net effective spread (a non-GAAP

financial measure reported by Farmer Mac described

below) plus all other gains and fees.

•"Substandard Assets" and "Regulatory Capital": as

reported in Farmer Mac's Annual Report on Form 10-K

as of December 31, 2025, but excluding

REO property.

Core earnings, as described in Farmer Mac's Annual

Report on Form 10-K filed with the SEC on

February 19, 2026, differs from GAAP net income

attributable to common stockholders by excluding the

effects of fair value fluctuations and the effects of

specified infrequent or unusual transactions. In

summary, the non-GAAP reconciling items between the

two measures are:

•gains or losses on undesignated financial derivatives

due to fair value changes;

•gains or losses on hedging activities due to fair value

changes;

•unrealized gains or losses on trading securities;

•amortization of premiums or discounts and deferred

gains on assets consolidated at fair value;

•the net effects of terminations or net settlements on

financial derivatives; and

•the exclusion of the effects of specified infrequent or

unusual transactions that Farmer Mac believes are

not indicative of future operating results and that may

not reflect the trends and economic financial

performance of Farmer Mac's core business, such as

the recognition of deferred issuance costs on the

retirement of preferred stock.

Farmer Mac believes that core earnings is a better

measure than GAAP net income attributable to

common stockholders to evaluate Farmer Mac's

economic performance, transaction economics, and

business trends because GAAP net income

attributable to common stockholders can be affected

significantly by periodic fluctuations in the fair value

of the assets held by Farmer Mac. Those fluctuations

are not related to Farmer Mac's fundamental

business and are not expected to have a cumulative

net impact on Farmer Mac's financial condition or

results of operations over time because those assets

are generally held to maturity.

Farmer Mac uses net effective spread, as described in

Farmer Mac's Annual Report on Form 10-K filed with the

SEC on February 19, 2026, to measure the net spread

Farmer Mac earns between its interest-earning assets

and the related net funding costs of these assets.

Farmer Mac believes that net effective spread is a

useful alternative measure that reflects the economics

of the net spread between interest-earning assets and

the related net funding costs, including any associated

derivatives, whether or not they are designated in a

hedge accounting relationship. Net effective spread

differs from GAAP net interest income by including or

excluding certain items that are not reflected in GAAP

net interest income. In summary, the differences

between the two measures are:

•Farmer Mac excludes from net effective spread the

interest income and interest expense associated with

single-class consolidated trusts with beneficial

interests owned by third parties and for which Farmer

Mac guarantees all classes of securities issued.

Accordingly, the excluded interest income and

interest expense associated with consolidated trusts

is reclassified to guarantee and commitment fees in

determining Farmer Mac's core earnings. This

reclassification reflects Farmer Mac's view that the

net interest income earned on sing-class

consolidated trusts is effectively a guarantee fee.

•Farmer Mac also excludes from net effective spread

the fair value changes of financial derivatives and the

corresponding assets or liabilities designated in fair

value hedge accounting relationships because they

are not expected to have an economic effect on

Farmer Mac's financial performance, as we expect to

hold the financial derivatives and corresponding

hedged items to maturity.

•Farmer Mac also excludes the amortization of

premiums and discounts on assets consolidated at

fair value.

•Net effective spread includes the accrual of income

and expense related to the contractual amounts due on

financial derivatives that are not designated in hedge

accounting relationships ("undesignated financial

derivatives"). For undesignated financial derivatives,

Farmer Mac records the income or expense related to

the accrual of the contractual amounts due in

"(Losses)/gains on financial derivatives" on the

consolidated statements of operations.

•Net effective spread includes the net effects of

terminations or net settlements on financial

derivatives. The inclusion of these items in net

effective spread reflects our view of the complete net

spread between an asset and all of its related

funding, including any associated derivatives,

whether or not they are designated in a hedge

accounting relationship.

The Compensation Committee measures achievement

against each of these performance measures as of

year-end. Each performance measure is weighted as


			39


		Executive Compensation Governance

determined by the Compensation Committee, and the

Compensation Committee establishes thresholds within

each performance measure to determine the actual

levels of attainment necessary for payout. Although it is

always a challenge to narrow down to a few measures,

the Compensation Committee chose these measures

because they most closely represent the business goals

established by the Board and management and balance

the need for growth in business volume, earnings, and

revenues; the maintenance of disciplined underwriting

and high credit quality through prudent risk

management; and continued financial stability with the

enhancement of stockholder value.

Long-Term Incentive Compensation and

Policies and Practices Related to the

Grant of Equity Awards

For long-term incentive compensation for executive

officers, the Compensation Committee has historically

granted equity-based compensation each year in the

form of SARs, performance-based RSUs, and time-

based RSUs. Executive officers are the only employees

who receive SARs and performance-based RSUs.

Members of the Board and non-executive employees do

not receive those types of equity awards and receive

only time-based RSUs. All grants of equity-based

compensation must comply with a policy approved by

Farmer Mac's Board designed to:

•create a framework for a consistent process for

granting equity-based awards;

•prevent the backdating of awards;

•prohibit the manipulation of the timing of the public

release of material information or of an award with the

intent to benefit an award recipient; and

•ensure the overall integrity and efficiency of Farmer

Mac’s award process.

Under this policy, for grants of equity-based compensation

awards in the form of RSUs, the number of RSUs

awarded is based on a target long-term incentive value

for the individual divided by the average closing price of

Farmer Mac’s Class C Non-Voting Common Stock over

the previous 30 calendar days ending seven calendar

days before the grant date. For equity grants in the form

of SARs, the number of SARs awarded is based on a

target long-term incentive value for the individual divided

by the Black-Scholes value ending seven calendar days

before the grant date based on assumptions consistent

with the assumptions Farmer Mac uses for determining

stock-based compensation expense under GAAP. The

Board policy requires the exercise price or grant price of

any SAR to be the fair value of Farmer Mac’s Class C

Non-Voting Common Stock on the grant date, defined as

the closing price of that stock as reported by the NYSE

on the grant date.

Farmer Mac generally grants equity-based compensation

to directors and employees (including to our NEOs)

each year between three and ten business days after

the filing of Farmer Mac's Annual Report on Form 10-K

with the SEC. Awards may also be made in special

circumstances such as the start of employment,

exceptional performance, promotion, assumption of

additional duties, or to incentivize continued

employment. The annual equity grants to executive

officers are generally allocated as follows:

•50% of the applicable targeted value in time-

based RSUs;

•25% of the applicable targeted value in

performance-based RSUs; and

•25% of the applicable targeted value in SARs.

During the last fiscal year, the Compensation Committee

did not take material nonpublic information into account

when determining the timing or terms of equity awards,

except that Farmer Mac does not grant equity awards

during periods in which there is material nonpublic

information about Farmer Mac, including during blackout

periods or at any time during the period beginning four

business days before and ending one business day after

the filing of any Form 10-Q or 10-K, or the filing or

furnishing of a Form 8-K that discloses material nonpublic

information. Farmer Mac has not timed the disclosure of

material nonpublic information for the purpose of affecting

the value of executive compensation.

The performance-based RSUs granted in March 2025

are linked to Farmer Mac's performance so that the

RSUs will vest on March 31, 2028 only if Farmer Mac

achieves specified long-term performance goals for

3-year cumulative Earnings as of December 31, 2027,

subject to “gatekeeper” metrics related to capital and

asset quality. These performance-based RSUs may

increase or decrease above or below the targeted value

at the time of grant, depending on actual performance,

with the potential payout ranging from 0% to 200% of

the target number of shares determined on the grant

date. The Compensation Committee established the

long-term incentive performance goals to reward

achievements directly related to Farmer Mac's strategic

plan to grow Earnings while maintaining safety

and soundness.

The Compensation Committee continues to believe that

grants of SARs provide a valuable way to link the

executives' long-term incentive compensation to the

interests of Farmer Mac's stockholders. SARs only have

realizable value to the extent that the stockholders have

received an increase in value while the SARs are

outstanding. See "Executive Compensation Governance

—Compensation Discussion and Analysis—Total

Compensation Elements—Long-Term Incentive

Compensation" for more information about the

equity-based grants to NEOs in 2025.


	40


	Farmer Mac 2026 Proxy Statement

TOTAL COMPENSATION ELEMENTS

The total compensation package for each NEO consists

of four elements to offer a balanced compensation

package:

•base salary;

•annual (short-term) cash incentive compensation;

•long-term, equity-based incentive compensation; and

•retirement and other benefits, most of which are

similarly provided to all other full-time employees.

The Compensation Committee believes that this reflects

its philosophy of promoting a performance-oriented,

results-based culture where compensation varies based

on business results achieved and is properly aligned

with an acceptable risk profile, effective risk

management, and stockholder returns. Consistent with

Farmer Mac's total compensation philosophy, much of

the NEOs' total compensation is performance-based.

The Compensation Committee approved the 2025

target compensation levels for the NEOs other than

Mr. Ramsey, as described in the table below.

Mr. Ramsey's 2025 target compensation levels were

approved by Farmer Mac's CEO like all other

Farmer Mac employees who are not executive officers

(i.e., not appointed by the Board and with a title lower

than Executive Vice President). The figures in the

table below reflect some prorated amounts for

Ms. Hayhurst and Mr. Pullins to reflect their

employment start dates on September 8, 2025 and

December 11, 2025, respectively.

2025 TARGET COMPENSATION LEVELS


Name	Base Salary1	Target Bonus1	Target Total Cash Compensation2		Target Long-Term Incentive Value3		Target Total Direct Compensation4
Bradford T. Nordholm (CEO for entire year)	$800,000	$800,000 (100% of base salary)		$1,600,000		$1,575,000		$3,175,000
Zachary N. Carpenter (promoted September 25, 2025)	$500,000	$375,000 (75% of base salary)		$875,000		$475,000		$1,350,000
Matthew M. Pullins (hired December 11, 2025)	$32,083	$275,000 (negotiated amount)		$307,083		$250,000		$557,083
Brian M. Brinch (promoted March 7, 2025)	$450,000	$180,000 (40% of base salary)		$630,000		$200,000		$830,000
Geraldine I. Hayhurst (hired September 8, 2025)	$150,000	$60,000 (40% of base salary)		$210,000		$0		$210,000
Gregory N. Ramsey (interim principal financial officer August 1 - December 10, 2025)	$387,163	$135,507 (35% of base salary)		$522,670		$80,000		$602,670
Aparna Ramesh (resigned July 31, 2025)	$555,000	$277,500 (50% of base salary)		$832,500		$475,000		$1,307,500
Stephen P. Mullery (assumed legal advisor transition role September 8, 2025)	$500,000	$200,000 (40% of base salary)		$700,000		$325,000		$1,025,000

(1)Mr. Carpenter's annual base salary was increased from $475,000 to $575,000 effective September 25, 2025 in connection with his promotion to

President and Chief Operating Officer, resulting in an effective annual base salary for the year of approximately $500,000. The 2025 target bonus

shown for Mr. Carpenter was also adjusted to reflect his higher base salary for the last quarter of the year. The 2025 base salaries shown for

Mr. Pullins and Ms. Hayhurst are the prorated portions of their starting base salaries adjusted to reflect their applicable employment start date.

The 2025 target bonus shown for Mr. Pullins is the amount agreed upon in negotiating the terms of his employment. The 2025 target bonus

shown for Ms. Hayhurst is a prorated amount for the full year based on her start date.

(2)Target total cash compensation equals approved base salary plus target bonus.

(3)Includes the targeted value of time-based RSUs, performance-based RSUs, and SARs, allocated at 50%, 25%, and 25%, respectively, of the total

equity award granted in March 2025 to Ms. Ramesh and Messrs. Nordholm, Carpenter, Brinch, and Mullery. Ms. Ramesh forfeited all of the equity

awards granted to her in March 2025 upon her resignation in July 2025. For Mr. Pullins, the amount shown is the targeted value of time-based

RSUs granted to him in December 2025 on his employment start date. For Mr. Ramsey, the amount shown is the targeted value of time-based

RSUs granted to him in March 2025 in connection with his annual performance evaluation before his appointment as interim principal financial

officer. For Mr. Mullery, the target long-term incentive value shown does not include the $200,000 targeted value of a special award of time-based

RSUs in August 2025, which was provided as an incentive for Mr. Mullery to remain a full-time employee of Farmer Mac in the role of legal

advisor until his agreed-upon retirement date in April 2026. The number of RSUs and SARs actually granted in 2025 was determined in

accordance with the Board policy on grants of equity-based compensation described above in "Approach to Incentive Compensation—Long-Term

Incentive Compensation."

(4)Target total direct compensation equals target total cash compensation plus the target long-term incentive value.


			41


		Executive Compensation Governance

In determining the target compensation levels for 2025,

the Compensation Committee reviewed peer group

market information provided by Aon for the

compensation elements of base salary, target total cash

compensation, and target total direct compensation for

each position. The Compensation Committee also

reviewed other market information related to trends in

the broader banking and financial services industry

provided by Aon to provide more context. In determining

each element of target compensation for 2025, the

Compensation Committee considered the applicable

market information in relation to Farmer Mac's

performance and the relevant position in the peer group.

The Compensation Committee also considered factors

unique to each individual, such as an individual's:

•performance, expertise, experience, competencies,

and skills;

•contribution to Farmer Mac's performance;

•tenure at Farmer Mac;

•future potential;

•scope of responsibility and accountability within

Farmer Mac;

•ethics and integrity; and

•other leadership attributes and accomplishments.

The Compensation Committee does not target a

specific percentile in the peer group for each element of

total direct compensation and considers the variety of

factors described above in considering the range of

competitiveness for target total direct compensation.

The Compensation Committee evaluated the total

compensation package for each NEO other than

Mr. Ramsey during 2025. Based on the Compensation

Committee’s review of peer group and other market

data related to the broader banking and financial

services industry, the Compensation Committee

approved the following changes to NEO compensation

for 2025 compared to 2024:

•Bradford T. Nordholm: Maintained annual base

salary at $800,000 and the fixed target percentage for

target bonus at 100% of base salary. Increased the

targeted value of long-term incentive awards by

$125,000 compared to the 2024 grant of equity

compensation. The cumulative effect of these actions

was to increase Mr. Nordholm's total target direct

compensation by 4.1% for 2025 compared to his

targeted level for 2024.

•Zachary N. Carpenter: Increased annual base salary

first by $10,000 in March 2025 and then by an

additional $100,000 in September 2025 in connection

with his promotion to President and Chief Operating

Officer. Maintained the fixed target percentage for

target bonus at 75% of base salary at both salary

levels. Increased the targeted value of 2025

long-term incentive awards (granted before

promotion) by $25,000 compared to the 2024 grant of

equity compensation. The cumulative effect of these

actions was to increase Mr. Carpenter's total target

direct compensation by 6.8% for 2025 compared to

his targeted level for 2024.

•Brian M. Brinch: Increased annual base salary by

$50,000 and maintained the fixed target percentage

for target bonus at 40% of base salary. Increased the

targeted value of long-term incentive awards by

$50,000 compared to the 2024 grant of equity

compensation. The cumulative effect of these actions

was to increase Mr. Brinch's total target direct

compensation by 16.9% for 2025 compared to his

targeted level for 2024 in connection with his

promotion to Executive Vice President in March 2025.

•Aparna Ramesh: Increased annual base salary by

$15,000 and maintained the fixed target percentage

for target bonus at 50% of base salary. Increased the

targeted value of long-term incentive awards by

$25,000 compared to the 2024 grant of equity

compensation. The cumulative effect of these actions

was to increase Ms. Ramesh's total target direct

compensation by 3.8% for 2025 compared to her

targeted level for 2024. Ms. Ramesh forfeited all of

the equity awards granted to her in March 2025 upon

her resignation in July 2025.

•Stephen P. Mullery: Maintained annual base salary

at $500,000 and maintained the fixed target

percentage for target bonus at 40% of base salary.

Increased the targeted value of long-term incentive

awards by $25,000 compared to the 2024 grant of

equity compensation (excluding the special one-time

award of RSUs in August 2025, as described below).

The cumulative effect of these actions was to

increase Mr. Mullery's total target direct

compensation by 2.5% for 2025 compared to his

targeted level for 2024. Mr. Mullery assumed a

transition role as legal advisor to Ms. Hayhurst on

September 8, 2025. In connection with that

arrangement, Mr. Mullery received a special

transition-related award of time-based RSUs with a

targeted value of $200,000. That award was provided

as an incentive for Mr. Mullery to remain a full-time

employee of Farmer Mac until April 2026 with the

intent to support continuity and knowledge transfer

within Farmer Mac's legal function.

•Gregory N. Ramsey: Farmer Mac's CEO determined

Mr. Ramsey's target total direct compensation for

2025 as follows: Increased annual base salary by

$11,277 and maintained the fixed target percentage

for target bonus at 35% of base salary. Increased the

targeted value of long-term incentive awards by

$5,000 compared to the 2024 grant of equity


	42


	Farmer Mac 2026 Proxy Statement

compensation. The cumulative effect of these actions

was to increase Mr. Ramsey's total target direct

compensation by 3.5% for 2025 compared to his

targeted level for 2024.

The Compensation Committee determined Ms. Hayhurst's

and Mr. Pullins' 2025 initial compensation packages in

August 2025 and December 2025, respectively, in

connection with their appointments as new Executive Vice

Presidents of Farmer Mac.

Base Salary

We pay base salary to provide current and prospective

executives with a predictable core amount of annual

compensation, regardless of Farmer Mac's financial

results, so long as the executives perform their duties in

a competent, professional manner. The Compensation

Committee sets this pay element at a level that, by

itself, would provide executives with a level of financial

security commensurate with the competitive market, but

not at a level expected to be adequate alone to retain

executives or motivate outstanding performance. The

Compensation Committee strives to balance the annual

base salary with the opportunity for executives to realize

value in the form of both short-term and long-term

incentive compensation, while remaining competitive

relative to the peer group. The Compensation

Committee reviews the base salaries of Farmer Mac's

executive officers annually shortly after the end of the

calendar year, as well as at the time of promotions or

other changes in responsibilities. Increases in salary

usually take effect on January 1 unless a promotion or

new hire requires a different timing.

In March 2025, the Compensation Committee

determined the 2025 annual base salaries of Ms.

Ramesh and Messrs. Nordholm, Carpenter, Brinch, and

Mullery based on an evaluation of each individual's

performance, experience, level of responsibilities, level

of base salary, and peer group market data provided by

Aon. The Committee maintained Mr. Nordholm's annual

base salary at $800,000 and Mr. Mullery's annual base

salary at $500,000 for 2025. The Compensation

Committee approved increases to the annual base

salaries of each of Ms. Ramesh and Messrs. Carpenter

and Brinch as shown below, which were effective

retroactively to January 1, 2025.


Name	2024 Annual Base Salary		2025 Annual Base Salary		2025 Annual Merit Increase in Dollars		2025 Annual Merit Increase as a Percentage
Aparna Ramesh		$540,000		$555,000		$15,000	2.8%
Zachary N. Carpenter		$465,000		$475,000		$10,000	2.2%
Brian M. Brinch		$400,000		$450,000		$50,000	12.5%

Also in March 2025, the CEO approved an increase to

Mr. Ramsey's annual base salary from $375,887 to

$387,163 (a 3.0% increase), effective January 1, 2025

in connection with Mr. Ramsey's annual performance

evaluation. Mr. Ramsey's base salary was not changed

upon his appointment as interim principal financial

officer on August 1, 2025.

In September 2025, the Compensation Committee:

(1) increased Mr. Carpenter's annual base salary by

$100,000 to $575,000 in connection with his promotion

to President and Chief Operating Officer; and (2) set

Ms. Hayhurst's starting base salary at $450,000 per

year in connection with her appointment as Executive

Vice President – Chief Legal Officer and Secretary. In

December 2025, the Compensation Committee set

Mr. Pullins' starting base salary at $550,000 per year in

connection with his appointment as Executive Vice

President – Chief Financial Officer and Treasurer.

In March 2026, the Compensation Committee approved

the following changes to 2026 annual base salaries,

which were effective retroactively to January 1, 2026:


Name	2025 Annual Base Salary		2026 Annual Base Salary		2026 Annual Merit Increase in Dollars		2026 Annual Merit Increase as a Percentage
Zachary N. Carpenter		$575,000		$650,000		$75,000	13.0%
Geraldine I. Hayhurst		$450,000		$475,000		$25,000	5.6%
Brian M. Brinch		$450,000		$460,000		$10,000	2.2%

The Compensation Committee reviewed the base

salaries of Mr. Nordholm and Mr. Pullins in March 2026

but did not increase their base salaries for 2026 above

the 2025 levels of $800,000 for Mr. Nordholm and

$550,000 for Mr. Pullins. In March 2026, the CEO

approved an increase in Mr. Ramsey's annual base

salary from $387,163 to $398,778 (approximately 3.0%)

effective January 1, 2026.


			43


		Executive Compensation Governance

Annual Cash Incentive Compensation

We provide annual cash incentive compensation to

motivate and reward performance by our executive

officers. We measure this performance by comparing

Farmer Mac's results against specified short-term goals

established by the Compensation Committee and

reviewed by the Board. In determining the performance

goals and weightings for the year, the Compensation

Committee considers competitive practices for incentive

design and seeks to encourage prudent risk-taking

within Board-established parameters by balancing

growth in business volume, earnings, and revenues with

risk management objectives. Consistent with this

philosophy, the Compensation Committee chose

performance goals and weightings for 2025 that it

believed struck the appropriate balance among the

corporate goals of earnings (25% weight), revenues

(15% weight), business volume (10% weight), and asset

quality (15% weight), as well as an individual's

leadership and strategic performance (35% weight). For

short-term incentive compensation for performance in

2025, the Compensation Committee decided to maintain

the same design and metrics used to determine short-

term incentive compensation for 2024 while calibrating

the threshold, target, and maximum amounts with

appropriate increases over 2024 results and consistent

with Farmer Mac's 2025 business plan. The

Compensation Committee adjusted the substandard

assets ratio metric upward for 2025 (easier to achieve

compared to the 2024 numeric goals) for both threshold

and target to reflect the current credit cycle.

These goals most closely represent the business

strategies and objectives established by the Board and

management in Farmer Mac's business plan for 2025

and seek to reward responsible growth by balancing the

need for growth in earnings, revenues, and business

volume; the maintenance of disciplined underwriting and

high credit quality through prudent risk management;

and continued financial stability with enhancement of

stockholder value. The Compensation Committee

believes that these short-term goals align with Farmer

Mac's long-term goals and public mission. As described

below, Farmer Mac must also achieve pre-established

financial and business thresholds before any annual

cash incentive compensation will be paid.

For 2025, each of the NEOs other than Mr. Pullins,

Ms. Hayhurst, and Ms. Ramesh earned the percentages

of the components of his or her annual targeted cash

incentive compensation as described in the table below.

65% of each individual's incentive compensation for

2025 reflected Farmer Mac's attainment of the specified

measures, which was the same for all NEOs who were

paid a 2025 bonus. The other 35% of an individual's

cash incentive compensation reflected the

Compensation Committee's qualitative evaluation of the

achievements toward the strategic initiatives of Farmer

Mac by each individual and the NEOs as a group.

Ms. Ramesh was not paid any cash incentive

compensation for performance in 2025 because she

resigned in July 2025. Mr. Pullins and Ms. Hayhurst

received fixed amounts of cash incentive compensation

for 2025 as determined by the Compensation

Committee rather than a calculated amount based on

corporate and individual performance.

For actual performance between threshold, target, and

maximum amounts, the annual incentive award earned

is interpolated on a straight-line basis. If performance

falls below the threshold amount, no payment is made.

Payout for performance at or above the maximum

amounts is capped at 200%. For 2025, Farmer Mac met

or exceeded:

•the amounts set forth in the maximum column for

"Earnings" and "Total Revenues";

•the amount set forth in the target column for

"Business Volume"; and

•the amount set forth in the threshold column for

"Ratio of Substandard Assets to Regulatory Capital."

The Compensation Committee places the most weight

in the short-term incentive "scorecard" on the

"Leadership and Strategic Performance" component

(weighted at 35%) because the Committee believes that

some accomplishments in this area that are more

subjective and not easily quantified can be significant

drivers of long-term stockholder value. Some factors the

Compensation Committee considers in its qualitative

evaluation of each NEO were an individual's

professional skills, leadership, responsibility, work

organization, initiative, creativity, dedication,

resourcefulness, and level of contribution to the

attainment of business plan objectives and strategic

initiatives. The Compensation Committee reviewed

Farmer Mac's 2025 accomplishments and qualitatively

judged, in its evaluation, the 2025 achievements by

each of the NEOs (other than Mr. Pullins, Ms. Hayhurst,

Mr. Ramsey, and Ms. Ramesh) and the NEOs as a

group, with particular focus on:

•achieving record earnings and revenue growth

while maintaining excellent credit quality and

strengthening Farmer Mac's capital position through

retained earnings;

•maintaining strong liquidity and uninterrupted access

to the debt capital markets at favorable rates;

•successfully completing a sixth and seventh structured

securitization transaction that decreased Farmer

Mac's credit risk and improved its capital efficiency,

while retaining rights to future recurring fee income;

•effective transition in executive management

during 2025;


	44


	Farmer Mac 2026 Proxy Statement

•improving Farmer Mac's operations by enhancing its

internal loan servicing capabilities;

•continued progress on developing the talent and

infrastructure to handle more complex

commercial loans;

•the outstanding leadership demonstrated by Farmer

Mac's executives working as a team in the face of

macroeconomic disruptions as Farmer Mac continued

to provide needed liquidity and lending capacity to

lenders serving rural America;

•effectively managing a growing and dispersed

workforce while adding talent to the organization and

maintaining low employee attrition and an operating

efficiency below 30%;

•further enhancing Farmer Mac's long-term strategic

planning, thought leadership, and the effectiveness of

risk management;

•continued progress on strategic initiatives to promote

effective outreach to key stakeholders and to

broaden, deepen, and diversify Farmer Mac's

sources of business; and

•Farmer Mac's continued compliance with applicable

regulatory requirements.

When combined, the level of incentive achieved by each

of the NEOs (other than Mr. Pullins, Ms. Hayhurst,

Mr. Ramsey, and Ms. Ramesh) for 2025 ranged from

148.50% to 174.75% of the applicable target bonus.

Mr. Ramsey's cash incentive compensation for

performance in 2025 was determined by the CEO based

on a formula that weighted the four corporate

performance metrics at 50% and individual performance

at 50%. After the application of that formula, Mr. Ramsey

received an additional special cash bonus of $25,000 in

recognition of his service as interim principal financial

officer for the second half of 2025. Annual incentive

compensation payments for 2025, which are disclosed

in "Executive Compensation—Summary Compensation

Table," were paid in March 2026.


Measure1	Weight	Threshold (Pays 50%)	Target (Pays 100%)2	Maximum (Pays 200%)	Result	Paid
Earnings	25%	$182.7 million	$191.8 million	$202.6 million	$210.0 million	50.00%
Total Revenues	15%	$365.6 million	$383.7 million	$405.4 million	$410.3 million	30.00%
Business Volume	10%	$29.0 billion	$30.4 billion	$32.1 billion	$30.7 billion	11.47%
Ratio of Substandard Assets to Regulatory Capital	15%	less than 50%	less than 30%	less than 10%	34.60%	13.28%
Leadership and Strategic Performance	35%	evaluation by Compensation Committee of performance	evaluation by Compensation Committee of performance	evaluation by Compensation Committee of performance	leadership, strategic initiatives, risk management, and capital efficiency	varied by individual between 43.75% and 70%
Total	100%					varied by individual between 148.50% and 174.75%3

(1)See pages 37-39 for more detailed descriptions of these measures.

(2)2025 target levels were set above actual 2024 results for each measure.

(3)Mr. Ramsey's annual compensation payment for 2025 was calculated by multiplying his target bonus amount for 2025 by 130.55% and then

adding a special cash bonus of $25,000 in recognition of his service as interim principal financial officer for the second half of 2025.


			45


		Executive Compensation Governance

For short-term incentive compensation for performance in 2026, the Compensation Committee decided to maintain the

essence of the design and metrics used to determine short-term incentive compensation for 2025 by maintaining three

of the four metrics while calibrating the threshold, target, and maximum amounts with appropriate increases over 2025

results and consistent with Farmer Mac's 2026 business plan. The Compensation Committee decided to change the

asset quality metric from the Ratio of Substandard Assets to Regulatory Capital used for 2025 to a new ratio for 2026:

the Ratio of Nonaccrual Loans and Accruing Loans 90+ Days Past Due to Regulatory Capital. For 2026, each of

Farmer Mac's executive officers will earn percentages of the components of his or her targeted cash bonus for 2026,

determined formulaically according to the scorecard below:


Measure	Weight	Threshold (Pays 50%)	Target (Pays 100%)	Maximum (Pays 200%)
Earnings	25%	2025 result	approximately 10% above 2025 result	approximately 18% above 2025 result
Total Revenues	15%	2025 result	approximately 8% above 2025 result	approximately 16% above 2025 result
Business Volume	10%	average outstanding business volume for 2026 the same as the 2025 result	average outstanding business volume for 2026 approximately 8% higher than 2025 result	average outstanding business volume for 2026 approximately 16% higher than 2025 result
Ratio of Nonaccrual Loans and Accruing Loans 90+ Days Past Due to Regulatory Capital	15%	18% or less (new metric for 2025)	12% or less (new metric for 2025)	6% or less (new metric for 2025)
Leadership and Strategic Performance	35%	evaluation by Compensation Committee of performance	evaluation by Compensation Committee of performance	evaluation by Compensation Committee of performance
Total	100%

The Compensation Committee retains discretion to award no annual cash incentive pay in appropriate circumstances

regardless of the achievement against corporate performance targets.


	46


	Farmer Mac 2026 Proxy Statement

Long-Term Incentive Compensation

The Compensation Committee is keenly aware of the

need to discourage excessive risk taking by Farmer

Mac's executives while rewarding growth in stockholder

value. The Compensation Committee therefore uses a

mix of equity compensation for executive officers

designed to reward performance and properly align the

interests of executive officers with the long-term

interests of stockholders through a balance of

stock-based awards. The Compensation Committee

believes that competitive long-term incentive awards

also help retain executives over the longer term.

In 2025, long-term incentive compensation consisted of

grants of:

•time-based RSUs;

•performance-based RSUs; and

•SARs with an exercise price equal to the fair market

value of Farmer Mac's Class C Non-Voting Common

Stock on the date of grant.

The Compensation Committee considers the annual

value of all components of the total compensation

package (including base salary, annual incentive cash

compensation, long-term incentive pay, and retirement

benefits and perquisites) when determining the form

and level of long-term equity grants. Although there is

no formula for allocation, the long-term incentive grants

are considered as part of the overall compensation

package. When considering the competitive market, the

Compensation Committee looks at the targeted annual

value of long-term grants. The targeted annual values

reflect the intended compensation for that year, so prior

equity grants are considered only if there is a concern

with maintaining market competitiveness.

In March 2025, the Compensation Committee granted

time-based RSUs, performance-based RSUs, and

SARs to Ms. Ramesh and each of Messrs. Nordholm,

Carpenter, Brinch, and Mullery after the filing of Farmer

Mac's Annual Report on Form 10-K for fiscal year 2024.

In setting those 2025 equity awards, the Compensation

Committee determined a targeted value for the awards

to each individual that was competitive and reasonable

when compared to Farmer Mac's peer group and the

practices of the broader banking and financial services

industry, as well as consistent with Farmer Mac's

performance and compensation philosophy.

In March 2025, the CEO granted Mr. Ramsey time-

based RSUs in connection with Mr. Ramsey's annual

performance evaluation (before he was appointed as

interim principal financial officer in August 2025). That

equity award had a targeted value of $80,000.

Mr. Ramsey was not granted any other equity-based

compensation during 2025.

Time-Based RSUs Granted in 2025

The Compensation Committee granted each of

Messrs. Nordholm, Brinch, Carpenter, and Mullery

time-based RSUs in March 2025 that vest in three equal

annual installments, the first of which vested on

March 31, 2026. The second and third installments of

those grants will vest on March 31, 2027 and March 31,

2028, respectively, if the individuals are still employed

by Farmer Mac on those dates (or have satisfied the

retirement provisions of the related award agreement).

Because Mr. Nordholm has already satisfied the

retirement provisions of the award agreement for the

2025 grant of time-based RSUs, he will vest in the

remaining RSUs as scheduled in 2027 and 2028 even if

he is no longer employed by Farmer Mac on the vesting

dates unless his employment is terminated for cause.

The Compensation Committee also granted time-based

RSUs to Ms. Ramesh in March 2025, but those RSUs

were forfeited upon her resignation in July 2025.

In March 2025, the CEO granted Mr. Ramsey 402

time-based RSUs that vest in three equal annual

installments, the first of which vested on March 31,

2026. The second and third installments of that grant

will vest as originally scheduled on March 31, 2027 and

March 31, 2028 because Mr. Ramsey satisfied the

retirement provisions of the award agreement before his

retirement from Farmer Mac in April 2026.

In August 2025, the Compensation Committee granted

Mr. Mullery 1,137 time-based RSUs under a transition

agreement designed to retain him as a full-time

employee of Farmer Mac in the role of legal advisor until

his agreed-upon retirement date in April 2026. Those

RSUs will vest on May 2, 2026 because Mr. Mullery has

satisfied the vesting conditions of that RSU award.

In December 2025, the Compensation Committee

granted Mr. Pullins 1,491 time-based RSUs upon the

commencement of his employment as Farmer Mac's

Executive Vice President – Chief Financial Officer and

Treasurer. That award is scheduled vest in three equal

annual installments on each of December 11, 2026,

December 11, 2027, and December 11, 2028, subject to

Mr. Pullins’ continued employment at Farmer Mac and

the terms and conditions of the award.

Ms. Hayhurst, who was appointed as Farmer Mac's

Executive Vice President – Chief Legal Officer and

Secretary in September 2025, was not granted any

equity-based compensation during 2025.


			47


		Executive Compensation Governance

Performance-Based RSUs Granted in 2025

The Compensation Committee granted performance-

based RSUs to each of Messrs. Nordholm, Brinch,

Carpenter, and Mullery in March 2025. Those awards will

be eligible to vest on March 31, 2028 in an amount

determined by the Compensation Committee for each

individual between 0% and 200% of the target number of

RSUs granted to that individual. Mr. Brinch and

Mr. Carpenter are eligible to vest in those awards (subject

to attainment of at least the specified threshold level of

performance) only if they are still employed by Farmer Mac

on the vesting date of March 31, 2028. Mr. Nordholm has

already satisfied the retirement provisions of the award

agreement for the 2025 grant of performance-based RSUs.

Thus, Mr. Nordholm is eligible to vest in those RSUs as

scheduled on March 31, 2028 (subject to attainment of at

least the specified threshold level of performance), even if

he is no longer employed by Farmer Mac on that date,

unless his employment is terminated for cause.

Subject to satisfaction of the “gatekeepers” described

below, the number of shares of Farmer Mac Class C

Non-Voting Common Stock to be awarded for the

vesting of the performance-based RSUs granted in

2025 will be based on Farmer Mac's 3-year cumulative

Earnings as of December 31, 2027 as follows:

•performance at a 3-year cumulative Earnings of

$542.7 million is required for vesting of any RSUs and

will earn the threshold level of 50% of the target

number of RSUs granted;

•performance at the target 3-year cumulative Earnings

of $610.5 million will earn 100% of the target number

of RSUs granted; and

•performance at or above 3-year cumulative Earnings

of $683.7 million will earn the maximum award of

200% of the target number of RSUs granted.

Performance between these 3-year cumulative Earnings

goals will earn shares in an interpolated amount of the

target number of RSUs granted (50% to 100% of the

target number for performance between the threshold

goal and target goal and 100% to 200% of the target

number for performance between the target goal and

"stretch" goal).

The "gatekeepers" for the March 2025 grants of

performance-based RSUs are:

•maintain compliance with all applicable regulatory

capital requirements during the January 1, 2025

through December 31, 2027 performance period;

•achieve a three-year average ratio of net charge-offs

to the average balance of total outstanding on- and

off-balance sheet loans, guarantees, and commitments,

including any subordinated or non-guaranteed

tranches of securitized assets but excluding any

assets held in Farmer Mac's liquidity investment

portfolio ("Net Outstanding Business Volume") less

than 20 basis points (0.2%); and

•achieve a three-year average percentage of total 90-day

delinquencies to the average balance of Net

Outstanding Business Volume of less than 1.0%.

In performing the calculations for the "gatekeepers,"

"net charge-offs" means charge-offs to Farmer Mac’s

allowance for losses net of actual recoveries plus any

writedowns on REO properties and any gains or losses

realized upon disposition of REO properties. Average

balances are determined by calculating a simple

average of reported balances as of the end of each

calendar quarter.

The Compensation Committee also granted performance-

based RSUs to Ms. Ramesh in March 2025, but those

RSUs were forfeited upon her resignation in July 2025.

None of Mr. Pullins, Ms. Hayhurst, or Mr. Ramsey were

granted performance-based RSUs in 2025.

SARs Granted in 2025

The Compensation Committee granted SARs to each of

Messrs. Nordholm, Brinch, Carpenter, and Mullery in

2025 that vest in three equal annual installments, the

first of which vested on March 31, 2026. The second

and third installments of those grants will vest on

March 31, 2027 and March 31, 2028, respectively, if the

individuals are still employed by Farmer Mac on those

dates (or have satisfied the retirement provisions of the

related award agreement). Mr. Nordholm has already

satisfied the retirement provisions of the award

agreement for the 2025 grants of SARs, so he will vest

in the remaining SARs as scheduled in 2027 and 2028,

even if he is no longer employed by Farmer Mac on the

vesting dates, unless his employment is terminated

for cause.

The Compensation Committee also granted SARs to

Ms. Ramesh in March 2025, but those SARs were

forfeited upon her resignation in July 2025. None of

Mr. Pullins, Ms. Hayhurst, or Mr. Ramsey were granted

SARs in 2025.

2026 Equity Grants

In March 2026, the Compensation Committee granted

time-based RSUs, performance-based RSUs, and

SARs to each of the current executive officers

(Ms. Hayhurst and Messrs. Nordholm, Carpenter,

Pullins, and Brinch) within two weeks after the filing of

Farmer Mac's Annual Report on Form 10-K for fiscal

year 2025. The Compensation Committee set 2026

equity awards in the same manner as it did in 2025 and

in accordance with Farmer Mac's total compensation


	48


	Farmer Mac 2026 Proxy Statement

philosophy described above. These 2026 equity awards

for Messrs. Nordholm, Carpenter, and Pullins are

described in Farmer Mac's Current Report on Form 8-K

filed with the SEC on March 11, 2026.

Vesting of Special Incentive Equity Award to

CEO Granted in 2023

On March 9, 2023, pursuant to the First Amendment to

Amended Employment Agreement dated September 28,

2022 (previously filed as Exhibit 10.1 to Farmer Mac’s

Current Report on Form 8-K filed October 4, 2022), the

Compensation Committee granted Mr. Nordholm a

one-time incentive equity award with a target amount of

15,000 performance-based RSUs. That award was

designed to retain Mr. Nordholm as Farmer Mac’s

President and Chief Executive Officer, as well as to

promote the achievement of specified performance

goals. The award agreement for that special grant set a

vesting date of March 31, 2026, and the number of

shares of Farmer Mac Class C Non-Voting Common

Stock that would vest on that date within a range

between 0% and 200% of the 15,000 RSU target

amount depending on performance measured by two

metrics during the performance period of January 1,

2023 through December 31, 2025: (1) Farmer Mac’s

3-year average core earnings return on common equity

(as defined in the award agreement); and (2) Farmer

Mac’s relative total stockholder return performance

compared to the companies in the Standard & Poor’s

500 Diversified Financials Index. On March 5, 2026, the

Committee determined that actual achievement for

those two performance metrics equaled 164% and that

Mr. Nordholm vested in 24,600 shares of Class C

Non-Voting Common Stock on March 31, 2026.

Vesting of Other Performance-Based RSUs

Granted in 2023

On March 5, 2026, the Compensation Committee

reviewed the “gatekeeper” and performance metrics

applicable to the other performance-based RSUs

awarded to Messrs. Nordholm, Carpenter, Brinch, and

Mullery in March 2023. The vesting of those awards

was contingent on the achievement of performance

objectives related to 3‑year cumulative Earnings before

Credit, subject to “gatekeeper” metrics related to capital

and asset quality for the performance period of

January 1, 2023 through December 31, 2025, as

described in more detail in Farmer Mac's Current Report

on Form 8-K filed with the SEC on March 15, 2023. The

Compensation Committee determined that the specified

gatekeeper metrics were satisfied and that Farmer

Mac's 3-year cumulative Earnings before Credit was

$562.9 million as of December 31, 2025. That level

of 3-year cumulative Earnings before Credit exceeded

the maximum 200% of target award of $520.0 million.

After applying that performance level to the target

number of RSUs awarded in 2023, the chart below

shows the actual number of shares of Farmer Mac

Class C Non-Voting Common Stock from these awards

that vested on March 31, 2026:


Name	Target Number of Performance- Vested RSUs Granted in 2023	Performance Level Achieved for 3-Year Performance Period	Actual Number of Shares Vested on March 31, 2026
Bradford T. Nordholm	2,174	200%	4,348
Zachary N. Carpenter	725	200%	1,450
Stephen P. Mullery	544	200%	1,088
Brian M. Brinch	254	200%	508

Retirement Plans

During 2025, Farmer Mac provided retirement benefits

for all employees through a 401(k) plan that contains an

employer-funded defined contribution element. Farmer

Mac annually contributes 13.2% of each employee's

base compensation up to the Social Security wage base

for the applicable year and 18.9% of each employee's

base compensation above the Social Security wage

base, up to the compensation limit for the applicable

year set by the Internal Revenue Code ("Code"). The

Social Security wage base was $176,100 for 2025, and

the compensation limit set by the Code was $350,000

for 2025. Based on these contribution formulas and

applicable limits, Farmer Mac contributed $56,112 for

2025 to the 401(k) accounts of each of the NEOs other

than Ms. Ramesh, who resigned in July 2025, and

Mr. Pullins and Ms. Hayhurst, both of whom were hired

toward the end of 2025. Farmer Mac's employer 401(k)

contributions for 2025 were $54,003 for Ms. Ramesh,

$17,135 for Ms. Hayhurst, and $1,955 for Mr. Pullins.

Farmer Mac's 401(k) plan also permits employees to

make their own retirement contributions, subject to

applicable limits set by the Code.

Farmer Mac also offers a nonqualified deferred

compensation plan to designated highly compensated

employees. The plan is designed to restore employer

retirement contributions for participants to the levels they

would have otherwise been eligible to receive in employer

contributions under the 401(k) plan absent the limits

imposed by the Code on the amount of compensation

that can be considered under a qualified retirement plan.

Under this nonqualified deferred compensation plan,

Farmer Mac credits the account of each participant with

an amount equal to 18.9% of the difference between

(i) the annual compensation limit under 401(a)(17) of the

Code, described above, and (ii) the participant's annual

base salary. In calculating employer credits, a

participant's annual base salary is capped at $750,000.


			49


		Executive Compensation Governance

For 2025, Farmer Mac credited the accounts of

Messrs. Nordholm, Carpenter, Brinch, Ramsey, and in

the amounts of $75,600, $28,081, $18,900, $7,024, and

$28,350, respectively. Ms. Ramesh did not receive any

employer credits for 2025 because she resigned in July

2025. Mr. Pullins and Ms. Hayhurst, both of whom were

hired toward the end of 2025, did not receive employer

credits for 2025 because their base salaries received

from Farmer Mac in 2025 did not exceed the annual

compensation limit under 401(a)(17) of the Code for

2025. See "Executive Compensation Governance—

Executive Compensation—Nonqualified Deferred

Compensation Table" for more information about

Farmer Mac's nonqualified deferred compensation plan.

Other Benefits

Farmer Mac provides the NEOs participation in Farmer

Mac's standard employee benefit plans on the same

terms as other employees, which include:

•medical, dental, and vision insurance coverage with

all premiums paid by Farmer Mac;

•funding of an employee health savings account by

Farmer Mac; and

•a group term life insurance policy that provides a

benefit equal to one year's base salary up to

$300,000.

Farmer Mac also makes available to its executive

officers paid parking in the garage beneath Farmer

Mac's Headquarters. Farmer Mac has also implemented

an executive health benefit for all Senior Vice

Presidents and above that provides, on an annual basis,

the opportunity to obtain a comprehensive physical

examination and related testing all in one day at a

leading medical facility. Farmer Mac’s payment for the

medical services provided to any executive officer under

this benefit is capped at $3,000 per person per year. In

limited circumstances, Farmer Mac also reimburses for

reasonable relocation expenses but has not done so for

any executive officers since 2021.

PAYMENTS IN CONNECTION WITH A

CHANGE-IN-CONTROL

Farmer Mac's multi-class capital structure established

by its statutory charter substantially precludes any

change-in-control through voting rights associated with

its Voting Common Stock. Thus, no provision is made

for payments to NEOs in connection with any change-

in-control, and no outstanding equity awards to the

NEOs will vest upon a change-in-control.

POST-EMPLOYMENT

COMPENSATION

Mr. Nordholm has an employment agreement that

provides for severance payments if the agreement is

terminated by Farmer Mac other than for cause.

Mr. Carpenter has a prospective employment

agreement to succeed Mr. Nordholm as CEO, which

similarly provides for severance payments if the

agreement is terminated by Farmer Mac other than for

cause. Ms. Hayhurst and Messrs. Brinch, Carpenter,

and Pullins are currently the only participants in Farmer

Mac's Amended and Restated Executive Officer

Severance Plan. That plan provides for severance

payments if Farmer Mac terminates employment other

than for cause. See "Executive Compensation

Governance—Executive Compensation—Agreements

with Executive Officers."

IMPACT OF ACCOUNTING

AND TAX TREATMENT ON

COMPENSATION AWARDS

In general, Section 162(m) of the Code places a limit of

$1 million on the amount of compensation that Farmer

Mac may deduct in any one year per person for certain

executive officers of Farmer Mac. Farmer Mac has not

historically made compensation decisions based solely

on the effect of the tax deductibility or accounting

treatment of compensation to executive officers, although

the Compensation Committee does balance tax

deductibility with other business considerations. To the

extent practicable, the Compensation Committee intends

to preserve the tax deductibility of compensation paid to

executive officers but will not necessarily limit executive

compensation to what is deductible under Section 162(m)

of the Code if necessary to attract, retain, and reward

high-performing executives. It is therefore possible that

compensation for executive officers may exceed the per

person $1 million limitation for deductibility in any

particular year. And the deductibility of some types of

compensation depends on the timing of an executive’s

vesting or exercise of previously granted equity awards.

FARMER MAC'S POLICIES ON STOCK

OWNERSHIP AND TRADING

Stock Ownership Policy

The Board has approved a policy on stock ownership

applicable to Farmer Mac's officers and directors (each,

a "covered person") to encourage them to maintain a

meaningful ownership interest in Farmer Mac, help align

their interests with those of Farmer Mac's stockholders,

and promote sound corporate governance and a long-

term perspective in managing Farmer Mac. Under the

policy, each covered person is expected to beneficially


	50


	Farmer Mac 2026 Proxy Statement

own a specified amount of Farmer Mac's Class C Non-

Voting Common Stock, calculated as a multiple of the

covered person's annual base salary or annual cash

retainer, as described in the table below:


Title	Minimum Ownership Requirement

Chief Executive Officer	3x annual base salary


Executive Vice President	2x annual base salary


Senior Vice President	annual base salary


Vice President	half of annual base salary


Non-Employee Director	2x annual cash retainer

In determining satisfaction of the applicable minimum

ownership requirement for a covered person, the policy

includes the following shares and equity rights:

•shares directly owned or beneficially owned indirectly

(such as through family trusts, immediate family

members, or retirement accounts);

•shares of unvested time-based restricted stock; and

•shares attributable to unvested time-based RSUs.

The shares and equity rights that do not count toward

satisfaction of the applicable minimum ownership

requirement for a covered person include: unexercised

vested or unvested stock options or SARs; shares of

unvested performance-based restricted stock; and

shares attributable to unvested performance-based

RSUs. The stock ownership policy requires covered

persons to satisfy the applicable minimum ownership

requirement within five years from the date of hire,

promotion, initial election to the Board, or initial

appointment to the Board, as applicable. The

Compensation Committee administers this policy and

may make exceptions to the applicable minimum

ownership requirement based on personal

circumstances or hardship of a covered person.

As of January 1, 2026, 13 of the 14 members of Farmer

Mac's Board and 13 of 17 officers exceeded the

applicable minimum stock ownership requirements set

forth in the policy. The one director who had not met the

applicable stock ownership requirements as of

January 1, 2026 was elected to the Board in May 2024

and has until May 2029 to comply with the policy. The

four officers who had not met the applicable stock

ownership requirements as of January 1, 2026 were

hired in the last few years (two in 2023 and two in 2025)

and have until either 2028 (for those hired in 2023) or

2030 (for those hired in 2025) to comply with the policy.

For more information on the stock ownership of our

NEOs and directors, see "Stock Ownership of Directors,

Director Nominees, Named Executive Officers, and

Certain Beneficial Owners."

Insider Trading Policy

Farmer Mac has a policy on insider trading governing

the purchase, sale, and/or other dispositions of its

securities applicable to all directors and employees

(including NEOs). We believe that this policy is

reasonably designed to promote compliance with insider

trading laws, rules, and regulations, as well as NYSE

listing standards.

The policy on insider trading requires adherence to

Farmer Mac's pre-clearance and other policies and

procedures (including "open windows" for sales of stock

and adopting Rule 10b5-1 plans). The policy also

prohibits any director or employee from engaging in:

•any pledging activities in Farmer Mac's securities

(including the pledging of any Farmer Mac securities

held in a margin account or using Farmer Mac

securities as collateral for a loan); and

•any short sales of, or purchases or sales of puts,

calls, or other derivative securities based on, Farmer

Mac's securities.

CLAWBACK POLICY

Farmer Mac amended its compensation recovery or

"clawback" policy in August 2023 consistent with the

listing standards adopted by NYSE. The amended

policy provides that Farmer Mac must reasonably

promptly seek to recover from any current or former

executive officer or controller and any other designated

employee all erroneously awarded incentive

compensation during the previous three years if Farmer

Mac is required to prepare an "accounting restatement"

as defined in the policy. An accounting restatement

includes both: (1) a "Big R" restatement that corrects an

error in previously issued financial statements that is

material to the previously issued financial statements,

and (2) a "little r" restatement that would result in a

material misstatement if the error were recorded in the

current period or left uncorrected in the current period.

Under the amended policy, the amount of any

erroneously awarded incentive compensation due to a

restatement is determined without regard to the

knowledge or misconduct of a covered person and is

computed without regard to any taxes already paid. The

policy also prohibits Farmer Mac from insuring or

indemnifying any covered person against the loss of

erroneously awarded incentive compensation.

In addition to the mandatory recovery of erroneously

awarded incentive compensation attributable to

accounting restatements, Farmer Mac's "clawback"

policy also authorizes the company to seek recovery in

the following circumstances:


			51


		Executive Compensation Governance

•If an individual subject to the policy is terminated for

"cause," Farmer Mac may seek to recover an amount

up to 100% of the incentive compensation received

during the preceding three-year period before the

date of termination, with the amount to be

recommended by the Compensation Committee and

approved by the Board (acting only through its

independent members) in its sole discretion as

appropriate based on the conduct involved.

•If, during the preceding three fiscal years, a financial

measure used to determine the value or amount of

incentive compensation received from Farmer Mac

was calculated incorrectly, Farmer Mac may seek to

recover any amount of the incentive compensation in

excess of what would have been received based on

the recalculated measure. In that event, the amount

sought to be recovered from the covered person shall

be recommended by the Compensation Committee

and approved by the Board (acting only through its

independent members).

Farmer Mac's revised "clawback" policy became

effective on August 10, 2023 and applies to any

incentive compensation awarded after that date. The

revised policy also applies to any previously granted

incentive compensation whose related award

agreement states that the award is subject to any

recoupment, recovery, or “clawback” policy as may be

implemented and interpreted by Farmer Mac from time

to time, which is the case for all cash and equity

incentive compensation awards granted by Farmer Mac

since 2012. Farmer Mac's compensation recovery policy

is available on the company's website,

www.farmermac.com, in the "Corporate Governance"

portion of the "Investors" section and was filed as

Exhibit 97.1 to Farmer Mac’s Annual Report on Form

10-K filed with the SEC on February 23, 2024.

RISK

Farmer Mac has considered how much its

compensation policies and practices influence the

behaviors of our executives and other employees in

taking business risks that could affect the company. We

believe that our compensation policies and practices,

either individually or in the aggregate, are not

reasonably likely to have a material adverse effect on

Farmer Mac.

COMPENSATION CONSULTANT FEES

The Compensation Committee has engaged Aon to

serve as the Compensation Committee's independent

compensation consultant since April 2019. Aon is

accountable to and reports directly to the Compensation

Committee. Farmer Mac's management had no role in

selecting Aon in the Compensation Committee's

engagement of the firm or the individuals who serve

as the Compensation Committee's independent

compensation advisors. For 2025, Farmer Mac

incurred an aggregate amount of $97,000 in fees for

the executive and director compensation advisory

services that Aon provided directly to the

Compensation Committee.

The Compensation Committee has assessed the

independence of Aon under SEC rules and NYSE listing

standards and concluded that no conflict of interest

exists that would have prevented or would prevent Aon

from independently representing the

Compensation Committee.

COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION

Between May 2024 and September 2025, the

Compensation Committee consisted of six members:

Mr. Culver, Mr. Davidson (chair from May 2025 to the

present), Mr. Engebretsen, Dr. Faivre, Mr. Riel, and

Mr. Ware (chair from May 2024 to May 2025). Beginning

September 30, 2025, the Committee was reduced to

five members after Mr. Culver left the Board. None of

these current or former members of the Compensation

Committee is, or has been, a Farmer Mac officer or

employee. None of the current or former members of

the Compensation Committee had any relationship

requiring disclosure by Farmer Mac as a "related person

transaction" under SEC rules. None of Farmer Mac's

current executive officers has served as a member of

the Board or the Compensation Committee (or other

Board committee performing equivalent functions) or as

a director of another SEC-reporting entity during the last

completed fiscal year.


	52


	Farmer Mac 2026 Proxy Statement

COMPENSATION COMMITTEE REPORT

The following report of the Human Capital and

Compensation Committee shall not be deemed to be

"soliciting material," or to be "filed" with the SEC, and

will not be deemed to be incorporated by reference into

any filing by Farmer Mac under the Securities Act or the

Exchange Act, unless Farmer Mac specifically requests

that the information be treated as soliciting material or

specifically incorporates the report by reference into

a document.

The Human Capital and Compensation Committee has

reviewed and discussed the Compensation Discussion

and Analysis in this Proxy Statement with management,

and, based on that review and discussion, has

recommended to the Board of Directors that the

Compensation Discussion and Analysis be included in

this Proxy Statement. This report of the Human Capital

and Compensation Committee shall be deemed

"furnished" in Farmer Mac's Annual Report on

Form 10-K for the fiscal year ended

December 31, 2025.

Human Capital and Compensation Committee


Richard H. Davidson, Chair
James R. Engebretsen	Sara L. Faivre
Kevin G. Riel	Todd P. Ware


			53


		Executive Compensation Governance

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides information about the compensation awarded to, earned by, or paid to Farmer Mac's

NEOs for the fiscal year ended December 31, 2025, as well as the two previous fiscal years, if applicable.


			Equity-Based Awards
Name and Principal Position	Fiscal Year	Salary	Stock and RSU Awards1	SARs Awards2	Non-Equity Incentive Compensation3,4		All Other Compensation5		Total
Bradford T. Nordholm Chief Executive Officer	2025	$800,000	$1,193,677	$393,412		$1,397,967		$240,552	$4,025,608
	2024	800,000	1,166,025	408,418		719,203		222,825	3,316,471
	2023	800,000	2,909,639	271,542		1,498,155		205,136	5,684,472
Matthew M. Pullins Executive Vice President – Chief Financial Officer and Treasurer	2025	14,808	275,149	—		275,000		1,955	566,912


Zachary N. Carpenter President and Chief Operating Officer	2025	498,577	359,982	118,691		622,485		120,821	1,720,556
	2024	465,000	361,938	126,757		313,528		109,079	1,376,302
	2023	450,000	293,925	90,595		614,315		105,931	1,554,766
Geraldine I. Hayhurst Executive Vice President – Chief Legal Officer and Secretary	2025	129,808	—	—		250,000		17,135	396,943


Brian M. Brinch Executive Vice President – Chief Risk Officer	2025	450,000	151,912	49,966		279,893		88,299	1,020,070


Stephen P. Mullery Senior Vice President – Legal Advisor	2025	500,000	468,451	81,352		296,992		113,704	1,460,499
	2024	500,000	241,226	84,627		179,801		108,259	1,113,913
	2023	485,000	220,782	67,946		349,723		105,693	1,229,144
Gregory N. Ramsey Vice President and Chief Accounting Officer (interim principal financial officer from August – December 2025)	2025	387,163	81,208	—		201,905		75,520	745,796


Aparna Ramesh former Executive Vice President – Chief Financial Officer and Treasurer (through July 31, 2025)	2025	336,519	359,982	118,691		—		91,488	906,680
	2024	540,000	361,938	126,757		242,731		122,352	1,393,778
	2023	525,000	293,925	90,595		473,207		118,868	1,501,595

(1)Represents the aggregate grant date fair value of the performance-based and time-based RSUs awarded in 2025, 2024, and 2023 (including the

value of Mr. Nordholm's special one-time incentive equity award of 15,000 performance-based RSUs granted in March 2023 to incentivize

Mr. Nordholm to remain employed as Farmer Mac’s President and Chief Executive Officer through March 31, 2026). The grant date fair value of

the performance-based RSUs assumes 100% as the probable outcome of the performance metrics over the three-year performance period. The

grant date fair value for RSU awards in March 2025 was $202.01 per RSU. The grant date fair value for RSU awards in March 2024 was

$198.54 per RSU. The grant date fair value for RSU awards in March 2023 was $135.20 per RSU. The applicable fair value used for these stocks

and RSU awards is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the date of the stock or RSU grant as reported by

the NYSE.

(2)Represents the aggregate grant date fair value of the SARs awarded in 2025, 2024, and 2023 calculated in accordance with FASB ASC Topic

718. Assumptions made in the calculation of these amounts in 2025 were: (i) risk-free interest rate of 4.1%; (ii) expected years until exercise of

6 years; (iii) expected stock volatility of 35.2%; and (iv) a dividend yield of 3.0%. SARs awarded to executive officers in March 2025 were granted

at the fair value of $60.127222 per SAR. Assumptions made in the calculation of these amounts in 2024 were: (i) risk-free interest rate of 4.1%,

(ii) expected years until exercise of 6 years, (iii) expected stock volatility of 36.0%; and (iv) a dividend yield of 2.8%. SARs awarded to executive

officers in March 2024 were granted at the fair value of $61.324072 per SAR. Assumptions made in the calculation of these amounts in 2023

were: (i) risk-free interest rate of 4.1%; (ii) expected years until exercise of 6 years; (iii) expected stock volatility of 36.6%; and (iv) a dividend yield

of 3.3%. SARs awarded to executive officers in March 2023 were granted at the fair value of $40.371934 per SAR.


	54


	Farmer Mac 2026 Proxy Statement

(3)For each of the NEOs, the amounts in this column are (i) the amounts paid in 2026 for amounts earned in 2025; (ii) the amounts paid in 2025 for

amounts earned in 2024; and (iii) the amounts paid in 2024 for amounts earned in 2023.

(4)For each of the NEOs, annual cash incentive awards earned for the business plan year ending on December 31, 2025 were calculated as

described in "Compensation Discussion and Analysis—Total Compensation Elements—Annual Cash Incentive Compensation" on pages 43-44,

and were paid in March 2026.

(5)All other compensation includes amounts as described below. The amounts listed for each of the NEOs do not include: (i) the costs for health

insurance paid on behalf of the NEOs because they are the same as amounts paid for health insurance costs on behalf of other employees who

elected similar coverage (e.g., single, married, or family coverage); and (ii) premium payments made on behalf of the NEOs for the group term life

insurance policy plan because they participate in this plan on the same terms as all other Farmer Mac employees.


Name	Fiscal Year	Dividend Equivalents		Employer Nonqualified Deferred Compensation Contributions		Company Paid Life Insurance Premiums		Employer 401(k) Contributions
Bradford T. Nordholm	2025		$108,840		$75,600		$—		$56,112
	2024		90,685		76,545		—		55,595
	2023		72,517		79,380		—		53,239
Matthew M. Pullins	2025		—		—		—		1,955
Zachary N. Carpenter	2025		36,628		28,081		—		56,112
	2024		30,804		22,680		—		55,595
	2023		30,012		22,680		—		53,239
Geraldine I. Hayhurst	2025		—				—		17,135
Brian M. Brinch	2025		13,287		18,900		—		56,112
Stephen P. Mullery	2025		28,904		28,350		338		56,112
	2024		23,031		29,295		338		55,595
	2023		22,821		29,295		338		53,239
Gregory N. Ramsey	2025		12,384		7,024		—		56,112
Aparna Ramesh	2025		37,485		—		—		54,033
	2024		29,902		36,855		—		55,595
	2023		28,774		36,855		—		53,239


			55


		Executive Compensation Governance

GRANTS OF PLAN-BASED AWARDS TABLE

The table below provides, for each of the NEOs during 2025, more information about 2025 grants of RSUs and SARs

under Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan and the potential range of awards that were

approved for 2025 under the annual incentive compensation plan. These awards are also described in the Summary

Compensation Table above.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards1			Estimated Future Payouts Under Equity Incentive Plan Awards2			All Other Option Awards: Number of Securities Underlying Options3 (#)	Exercise or Base Price of Option Awards4 ($/Sh)		Grant Date Fair Value of Stock and Option Awards5 ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Exercise or Base Price of Option Awards4 ($/Sh)		Grant Date Fair Value of Stock and Option Awards5 ($)
Bradford T. Nordholm		$400,000	$800,000	$1,600,000
	3/6/2025				—	3,939	3,939					$795,717
	3/6/2025				985	1,970	3,940					$397,960
	3/6/2025							6,543		$202.01		$393,412
		$400,000	$800,000	$1,600,000	985	5,909	7,879	6,543				$1,587,089
Matthew M. Pullins		$—	$275,000	$—
	12/11/2025				—	1,491	1,491					$275,149
		$—	$275,000	$—	—	1,491	1,491	—				$275,149
Zachary N. Carpenter		$187,500	$375,000	$750,000
	3/6/2025				—	1,188	1,188					$239,988
	3/6/2025				297	594	1,188					$119,994
	3/6/2025							1,974		$202.01		$118,691
		$187,500	$375,000	$750,000	297	1,782	2,376	1,974				$478,673
Geraldine I. Hayhurst		$—	$250,000	$—
					—	—	—					$—
		$—	$250,000	$—	—	—	—	—				$—
Brian M. Brinch		$72,000	$180,000	$360,000
	3/6/2025					501	501					$101,207
	3/6/2025				126	251	502					$50,705
	3/6/2025							831		$202.01		$49,966
		$72,000	$180,000	$360,000	126	752	1,003	831				$201,878
Stephen P. Mullery		$100,000	$200,000	$400,000
	3/6/2025				—	813	813					$164,234
	8/21/2025				—	1,137	1,137					$221,999
	3/6/2025				204	407	814					$82,218
	3/6/2025							1,353		$202.01		$81,352
		$100,000	$200,000	$400,000	204	2,357	1,627	1,353				$549,803
Gregory N. Ramsey		$67,754	$135,507	$271,014
	3/6/2025				—	402	402					$81,208
		$67,754	$135,507	$271,014	—	402	402	—				$81,208
Aparna Ramesh		$—	$—	$—
	3/6/2025				—	1,188	1,188					$239,988
	3/6/2025				297	594	1,188					$119,994
	3/6/2025							1,974		$202.01		$118,691
		$—	$—	$—	297	1,782	2,376	1,974				$478,673

(1)These columns show the range of potential payouts under the annual incentive compensation plan for all NEOs during 2025. The performance

period covers January 1, 2025 through December 31, 2025. For actual performance between threshold, target, and maximum, the annual

incentive award earned is interpolated on a straight-line basis. See "Executive Compensation Governance—Compensation Discussion and


	56


	Farmer Mac 2026 Proxy Statement

Analysis—Total Compensation Elements—Annual Cash Incentive Compensation" for a discussion of the material terms of the total payout

for 2025 under non-equity incentive plan awards for Ms. Hayhurst and Messrs. Nordholm, Pullins, Ramsey, Mullery, Carpenter, and Brinch.

Ms. Ramesh did not receive any payout for 2025 under the annual incentive compensation plan because she resigned as Farmer Mac's

Executive Vice President – Chief Financial Officer and Treasurer in July 2025.

(2)Represents the potential payout range of shares related to RSUs granted in 2025. The grants of time-based RSUs to Messrs. Nordholm, Ramsey,

Mullery, Carpenter, and Brinch in March 2025 vest in three equal annual installments, the first of which vested on March 31, 2026. The second

and third installments of those grants will vest on March 31, 2027 and March 31, 2028, respectively, if those individuals are still employed by

Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. The grant of time-based RSUs to Mr. Mullery in

August 2025 in connection with his transition agreement will vest on May 2, 2026. The grant of time-based RSUs to Mr. Pullins in December 2025

vest in three equal annual installments on December 11, 2026, December 11, 2027, and December 11, 2028, respectively, he is still employed by

Farmer Mac on those dates. The grant of performance-based RSUs vesting on March 31, 2028 is contingent on the achievement of performance

objectives described in more detail in "Executive Compensation Governance—Compensation Discussion and Analysis—Total Compensation

Elements—Long-Term Incentive Compensation—Performance-Based RSUs Granted in 2025." Performance-based RSUs that vest are settled

in shares of Farmer Mac's Class C Non-Voting Common Stock. Ms. Ramesh's unvested RSUs were forfeited as a result of her resignation in

July 2025.

(3)Represents the number of SARs granted during 2025. The SARs granted to Messrs. Nordholm, Mullery, Carpenter, and Brinch in March 2025

vest in three equal annual installments, the first of which vested on March 31, 2026. The second and third installments of those grants will vest on

March 31, 2027 and March 31, 2028, respectively, if those individuals are still employed by Farmer Mac on those dates or satisfy the retirement

provisions of the related award agreements. Ms. Ramesh's unvested SARs were forfeited as a result of her resignation in July 2025.

(4)The exercise price or grant price of SARs is the closing price for a share of Class C Non-Voting Common Stock on the date of grant as reported

by the NYSE.

(5)Amounts shown represent the grant date fair values of the equity awards granted to the NEOs in 2025. For RSUs, the fair value is the market

value of the underlying stock on the grant date (which is the same price as the exercise price for SARs). For SARs granted in March 2025, the fair

value on the grant date has been estimated using the Black-Scholes option pricing model with the following assumptions: (i) risk-free interest rate

of 4.1%; (ii) expected years until exercise of 6 years; (iii) expected stock volatility of 35.2%; and (iv) dividend yield of 3.0%, resulting in a value of

approximately $60.127222 per SAR.


			57


		Executive Compensation Governance

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

There were no unexercised stock options previously granted to executive officers as of December 31, 2025.

The table below provides information about unexercised SARs previously granted to Ms. Ramesh and Messrs.

Nordholm, Carpenter, Brinch, and Mullery as of December 31, 2025. As of that date, Mr. Ramsey had no remaining

unexercised SARs, and Mr. Pullins and Ms. Hayhurst had not yet been granted any SARs.


	SAR Awards
Name	Number of Securities Underlying Unexercised SARs # Exercisable	Number of Securities Underlying Unexercised SARs # Unexercisable1	SARs Exercise Price		SARs Expiration Date
Bradford T. Nordholm	12,477	—		$88.68	March 2, 2031
	7,503	—		120.38	March 9, 2032
	4,484	2,242		135.20	March 31, 2033
	2,220	4,440		198.54	March 5, 2034
	—	6,543		202.01	March 6, 2035
Zachary N. Carpenter	1,496	748		$135.20	March 31, 2033
	689	1,378		198.54	March 5, 2034
	—	1,974		202.01	March 6, 2035
Brian M. Brinch	939	—		$120.38	March 9, 2032
	524	262		135.20	March 31, 2033
	230	460		198.54	March 5, 2034
	—	831		202.01	March 6, 2035
Stephen P. Mullery	3,381	—		$60.84	March 14, 2027
	2,445	—		86.15	March 13, 2028
	3,309	—		82.76	February 27, 2029
	4,428	—		75.16	March 3, 2030
	3,120	—		88.68	March 2, 2031
	2,064	—		120.38	March 9, 2032
	1,122	561		135.20	March 31, 2033
	460	920		198.54	March 5, 2034
	—	1,353		202.01	March 6, 2035
Aparna Ramesh	689	—		$198.54	July 31, 2026

(1)Unexercisable SARs with an exercise price of $202.01 per share vest in three equal annual installments, the first of which vested on

March 31, 2026. The second and third installments will vest on March 31, 2027 and March 31, 2028, respectively, if the applicable individuals

are still employed by Farmer Mac on those dates or satisfy the retirement provisions of the related award agreements. Unexercisable SARs with

an exercise price of $198.54. per share vest in three equal annual installments, the first and second of which vested on March 31, 2025 and

March 31, 2026, respectively. The third installment will vest on March 31, 2027, if the applicable individuals are still employed by Farmer Mac on

that date or satisfy the retirement provisions of the related award agreements. Unexercisable SARs with an exercise price of $135.20 per share

vested in full on March 31, 2026 (with the previous two installments having already vested on March 31, 2024 and March 31, 2025).


	58


	Farmer Mac 2026 Proxy Statement

The following table provides information about unvested RSUs previously granted to Messrs. Nordholm, Carpenter,

Pullins, Brinch, Ramsey, and Mullery as of December 31, 2025. As of that date, Ms. Ramesh had forfeited all unvested

RSUs previously awarded to her, and Ms. Hayhurst had not yet been granted any RSUs.


	Stock Awards
Name	Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested1		Vesting Date2
Bradford T. Nordholm	21,241		$3,729,282	March 31, 2026
	4,576		803,408	March 31, 2027
	3,283		576,396	March 31, 2028
Matthew M. Pullins	497		$87,258	December 11, 2026
	497		87,258	December 11, 2027
	497		87,258	December 11, 2028
Zachary N. Carpenter	2,009		$352,720	March 31, 2026
	1,409		247,378	March 31, 2027
	990		173,814	March 31, 2028
Brian M. Brinch	726		$127,464	March 31, 2026
	505		88,663	March 31, 2027
	418		73,388	March 31, 2028
Gregory N. Ramsey	451		$79,182	March 31, 2026
	269		47,228	March 31, 2027
	134		23,526	March 31, 2028
Stephen P. Mullery	1,448		$254,225	March 31, 2026
	1,137		199,623	May 2, 2026
	946		166,089	March 31, 2027
	678		119,036	March 31, 2028

(1)Calculated based on a price of $175.57 per share (the closing price for the Class C Non-Voting Common Stock on the last trading day of 2025 as

reported by the NYSE).

(2)For the RSUs that vested in March 2026: (i) vesting of one-third of each of the grants of time-based RSUs made in March 2023, 2024, and 2025;

(ii) for Messrs. Nordholm, Carpenter, Brinch, and Mullery, the target amount of performance-based RSUs eligible to vest as determined by the

Compensation Committee for each individual contingent on the achievement of performance objectives related to Earnings before Credit,

subject to specified “gatekeeper” metrics for the performance period of January 1, 2023 through December 31, 2025; and (iii) only for

Mr. Nordholm, the target amount of the special incentive equity award of 15,000 performance-based RSUs granted in March 2023. The terms

of all the performance-based RSUs granted in March 2023 (including Mr. Nordholm's special award) are described in more detail in Farmer

Mac's Current Report on Form 8-K filed with the SEC on March 15, 2023. Target amounts are shown for the performance-based RSUs that

vested on March 31, 2026 because the performance level achieved for those awards had not been reviewed and certified by the Compensation

Committee as of December 31, 2025. In March 2026, the Compensation Committee determined that the performance level achieved for

Mr. Nordholm's special incentive equity award was 164% and that the performance level achieved for the other performance-based RSUs granted

in March 2023 was 200%, as described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 11, 2026.

Mr. Mullery will vest in 1,137 shares on May 2, 2026 because he has satisfied the vesting conditions of that equity award granted in connection

with his August 2025 transition agreement.

For the RSUs scheduled to vest in March 2027: (i) vesting of one-third of each of the grants of time-based RSUs made in March 2024 and 2025;

and (ii) for Messrs. Nordholm, Carpenter, Brinch, and Mullery, the target amount of performance-based RSUs eligible to vest as determined by

the Compensation Committee for each executive officer contingent on the achievement of performance objectives related to Earnings before

Credit, subject to specified “gatekeeper” metrics for the performance period of January 1, 2024 through December 31, 2026. The terms of the

performance-based RSUs granted in March 2024 are described in more detail in Farmer Mac's Current Report on Form 8-K filed with the SEC on

March 11, 2024.

For the RSUs scheduled to vest in March 2028: (i) vesting of one-third of each of the grants of time-based RSUs made in March 2025; and (ii) for

Messrs. Nordholm, Carpenter, Brinch, and Mullery, the target amount of performance-based RSUs eligible to vest as determined by the

Compensation Committee for each executive officer contingent on the achievement of performance objectives related to Earnings before Credit,

subject to specified “gatekeeper” metrics for the performance period of January 1, 2025 through December 31, 2027. The terms of the

performance-based RSUs granted in March 2025 are described in more detail in "Executive Compensation Governance—Compensation

Discussion and Analysis—Total Compensation Elements—Long-Term Incentive Compensation—Performance-Based RSUs Granted in 2025."

The RSUs scheduled to vest on December 11, 2026, 2027, and 2028, will vest on those dates if Mr. Pullins is still employed by Farmer Mac on

those dates.


			59


		Executive Compensation Governance

SARS EXERCISES AND

STOCK VESTED

The following table provides information about SARs

exercised during 2025 by Mr. Nordholm, Ms. Ramesh,

and Mr. Carpenter, who were the only NEOs to exercise

SARs during the year. The value realized upon exercise

of the SARs is the difference between (1) the fair market

value of the Class C Non-Voting Common Stock on the

date of exercise and (2) the SARs grant price, then

multiplied by the number of SARs exercised, excluding

the amounts retained by Farmer Mac to satisfy tax

withholding requirements arising from the exercises.


Name	Number of SARs Exercised (#)	Number of Shares Acquired Upon Exercise (#)1	Value Realized Upon Exercise ($)1
Bradford T. Nordholm	23,205	7,364	1,501,741
Aparna Ramesh	2,372	411	80,322
Zachary N. Carpenter	851	182	37,494

(1)The table above reflects shares and the value of shares (including

cash paid for any fractional shares) that were delivered to the

identified individuals during 2025 and does not include shares

that were retained by Farmer Mac to satisfy tax withholding

requirements arising from each SARs exercise.

The following table provides information about RSUs

that vested during 2025 and were issued to the NEOs.

Mr. Pullins and Ms. Hayhurst did not vest in any RSUs

during 2025.


Name1	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)2
Bradford T. Nordholm	4,224	796,562
Zachary N. Carpenter	1,410	265,898
Brian M. Brinch	505	95,233
Gregory N. Ramsey	927	174,814
Aparna Ramesh	1,439	271,367
Stephen P. Mullery	1,137	214,415

(1)The table above reflects shares and the value of shares (including

cash paid for any fractional shares) that were delivered to the

applicable NEO upon vesting and does not include shares that

were retained by Farmer Mac to satisfy tax withholding

requirements arising from the vesting of these shares.

(2)The value realized upon vesting of the RSUs reflects the cash paid

for any fractional shares and the number of shares vested

multiplied by $188.58, which was the closing price of the Class C

Non-Voting Common Stock on the business day before the vesting

date as reported by the NYSE.

NONQUALIFIED DEFERRED

COMPENSATION TABLE

The Nonqualified Deferred Compensation Plan of the

Federal Agricultural Mortgage Corporation ("NQDC

Plan") is a nonqualified deferred compensation plan

designed to comply with the provisions of Section 409A

of the Code. It became effective on May 1, 2017 and

was amended on November 15, 2023. The purpose of

the NQDC Plan is to:

•restore retirement contributions by Farmer Mac on

behalf of designated highly compensated employees

to the level those individuals would have otherwise

been eligible to receive in employer contributions

under Farmer Mac’s 401(k) retirement plan without

the limits imposed by Section 401(a)(17) of the Code

on the amount of annual compensation that can be

considered in determining employer contributions

under a qualified retirement plan; and

•permit each designated highly compensated

employee to elect to defer a portion of compensation

without reference to the limitations in Farmer Mac’s

401(k) plan or those imposed by Section 415(c)(1)(A)

of the Code for qualified defined contribution

retirement plans.

Under the NQDC Plan, Farmer Mac credits the account

of each participant each calendar year with an amount

equal to 18.9% of the difference between (i) the annual

compensation limit under 401(a)(17) of the Code, which

was $350,000 for 2025, and (ii) a participant’s annual

base salary, which in calculating employer credits under

the NQDC Plan is capped at $750,000 for all

participants. This fixed contribution percentage is the

same formula used for determining employer

contributions to Farmer Mac’s 401(k) plan based on an

employee’s annual base salary that is above the

applicable Social Security wage base for that year.

In addition to employer credits to the accounts of each

participant and subject to applicable tax laws,

participants in the NQDC Plan may elect to defer up to

80% of their base salary and up to 80% of any short-

term incentive cash bonus scheduled to be received in

any one year. A participant may elect to defer

compensation until a fixed and determinable date that

must be at least two years after the first day of the year

in which the deferral election became effective. A

participant will be fully vested in non-elective employer

credits upon the earliest to occur of: (i) death,

(ii) disability, or (iii) three years following the effective

date of participation in the NQDC Plan. A participant will

be immediately fully vested in all amounts credited

attributable to elective deferrals of compensation.

The earliest to occur of the following events will trigger

the distribution of all amounts credited to a participant’s


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	Farmer Mac 2026 Proxy Statement

account, including both non-elective employer credits

and elective deferrals: (i) death, (ii) disability, and

(iii) the later to occur of the participant’s separation from

service (as defined in Section 409A of the Code) or

attaining the age of 65. A participant may elect to

receive these payments in a single lump sum cash

payment or in annual installments for a period of up to

ten years, although account balances will become

payable immediately in a single lump sum cash

payment upon a participant’s death or disability. A

participant also can request a distribution in the event of

an unforeseen emergency (as defined in Section 409A

of the Code).

Account balances under the NQDC Plan earn or lose

value based on the investment performance of one or

more of the investment funds offered under the NQDC

Plan and selected by the participants, which are

generally similar to the investment options offered under

Farmer Mac’s 401(k) retirement plan available to all

employees. The returns on the funds in each current

participant's account ranged from 12.8% to 17.0% for

the year ended December 31, 2025.

All amounts credited to a participant’s account under the

NQDC Plan represent Farmer Mac’s contractual

obligation to pay future benefits and will not be secured

by any segregated assets, thereby putting NQDC Plan

participants in a similar position to the unsecured

general creditors of Farmer Mac.

The following table shows the benefits accrued under

the NQDC Plan by Farmer Mac's NEOs that participated

in the NQDC Plan as of December 31, 2025.

Ms. Hayhurst and Mr. Pullins were hired in late 2025

and did not qualify for contributions from Farmer Mac for

2025. Neither of them made any voluntary contributions

to their NQDC accounts for 2025, so each had an

NQDC balance of zero at the end of 2025. Ms. Ramesh

and Mr. Mullery are entitled to future payments under

the NQDC Plan despite no longer being employed by

Farmer Mac.


Name	Aggregate Balance at End of 2024		Executive Contributions1 in 2025		Farmer Mac's Contributions2 in 2025		Aggregate Earnings3 in 2025		Aggregate Withdrawals/ Distributions		Aggregate Balance4 at End of 2025
Bradford T. Nordholm		$3,200,542		$—		$75,600		$463,115		$—		$3,739,257
Zachary N. Carpenter		$217,665		$—		$28,081		$27,039		$—		$272,785
Brian M. Brinch		$20,634		$—		$18,900		$2,596		$—		$42,130
Stephen P. Mullery		$295,980		$—		$28,350		$44,923		$—		$369,253
Gregory N. Ramsey		$31,374		$8,067		$7,024		$6,364		$—		$52,829
Aparna Ramesh		$355,192		$31,731		$—		$63,027		$—		$449,950

(1)The amounts listed represent elective contributions of a portion of a portion of base salary under the NQDC Plan (which amounts are reported in

the "Summary Compensation Table" on page 53 in the "Salary" column.

(2)The amounts listed represent the amounts credited for 2025 by Farmer Mac to the accounts of the NEOs under the NQDC Plan. These amounts

are also reported in the "Summary Compensation Table" on page 53 in the "All Other Compensation" column.

(3)The amounts listed represent the net amounts credited to the accounts of the NEOs during 2025 under the NQDC Plan as a result of the

performance of the investment vehicles in which their accounts were deemed invested, as more fully described in the narrative disclosure above.

These amounts do not represent above-market or preferential earnings and therefore are not reported in the "Summary Compensation Table" on

page 53.

(4)The amounts listed represent the amounts of the NQDC Plan balances at the end of 2025 for each of the NEOs. The following employer

contribution amounts were previously reported as compensation for each NEO in the "Summary Compensation Table" in 2024: $76,545 for

Mr. Nordholm; (ii) $36,855 for Ms. Ramesh; (iii) $22,680 for Mr. Carpenter; and (iv) $29,295 for Mr. Mullery; and in 2023: $79,380 for

Mr. Nordholm; (ii) $36,855 for Ms. Ramesh; (iii) $22,680 for Mr. Carpenter; and (iv) $29,295 for Mr. Mullery.


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		Executive Compensation Governance

AGREEMENTS WITH

EXECUTIVE OFFICERS

Mr. Nordholm and Mr. Carpenter are the only current

executive officers who are party to an employment

agreement with Farmer Mac. Mr. Mullery and Farmer

Mac were party to a transition agreement related to the

terms of his transitional advisory role from September 8,

2025 through his retirement date of April 3, 2026.

Ms. Hayhurst and Messrs. Brinch, Carpenter, and

Pullins participate in the Amended and Restated

Executive Officer Severance Plan ("Severance Plan").

Ms. Ramesh and Mr. Mullery ceased to participate in

the Severance Plan upon their respective last days of

employment with Farmer Mac. Mr. Ramsey does not

participate in the Severance Plan.

Employment Agreement with Farmer

Mac's Chief Executive Officer

Mr. Nordholm, Farmer Mac's CEO, is party to an

amended employment agreement dated December 23,

2020 and further amended on September 28, 2022 and

September 25, 2025 (as amended, "Agreement") with

Farmer Mac to serve as the company's Chief Executive

Officer through March 31, 2027, subject to earlier

termination as provided in the Agreement. The

Agreement does not contemplate any extensions to

Mr. Nordholm's term beyond March 31, 2027. Under the

Agreement, Farmer Mac and Mr. Nordholm have agreed

to the following terms, among others:

•Base Salary. Mr. Nordholm’s annual base salary

under the Agreement was set at $800,000 starting

January 1, 2021, less applicable withholding for taxes

and similar items. This base salary has not been

increased since then, but will be reviewed by Farmer

Mac at the beginning of each year and may be

increased in the sole discretion of the Board or the

Compensation Committee of the Board. Under the

Agreement, no increase in the base salary is required

during the remainder of the term, although

Mr. Nordholm's annual base salary may not be

decreased below $800,000.

•Annual Incentive Compensation. The Agreement sets

Mr. Nordholm’s target annual cash incentive payment

at 100% of his base salary for work performed in

2025 and 2026. For performance in 2027,

Mr. Nordholm will be eligible to be paid a fixed cash

incentive payment of $200,000. If Mr. Nordholm’s

employment relationship with Farmer Mac is severed

as a result of termination by mutual agreement or

death or “disability” (as defined in the Agreement),

(1) his cash incentive payment for performance in

2025 and 2026 (as applicable) will be the greater of:

(a) $400,000; and (b) a prorated amount based on

$800,000 and the number of days he is employed by

Farmer Mac in the applicable year; and (2) his cash

incentive payment for performance in 2027 (as

applicable) will be a prorated amount based on

$200,000 and the number of days he is employed by

Farmer Mac in 2027.

•Long-Term Incentive Compensation. The Agreement,

provides for Mr. Nordholm to receive a 2026 award of

long-term incentive compensation in the form of

RSUs of Farmer Mac’s Class C non-voting common

stock valued at approximately $1,500,000. Those

RSUs were awarded on March 5, 2026 and will “cliff-

vest” on March 31, 2027, subject to Farmer Mac not

having terminated Mr. Nordholm’s employment for

“cause” (as defined in the Agreement) or

Mr. Nordholm not having voluntarily terminated his

employment before March 31, 2027 (other than a

termination by mutual agreement or a termination as

a result of Mr. Nordholm’s death or disability). If

Mr. Nordholm’s employment is terminated by mutual

agreement or as a result of Mr. Nordholm’s death or

disability before March 31, 2027, a prorated number

of RSUs will vest based on the number of days

Mr. Nordholm was employed by Farmer Mac after

March 31, 2026 through the date of termination of

employment. The award agreement for these RSUs

does not include Farmer Mac's customary

"retirement" provision for continued vesting of the

award as scheduled upon retirement from Farmer

Mac. The Agreement provides that Mr. Nordholm

shall not be entitled to receive an award of long-term

incentive compensation in 2027 even though other

senior executives of Farmer Mac may receive annual

long-term incentive grants in 2027.

•Benefits. Mr. Nordholm is eligible to participate in the

welfare benefit plans and programs, incentive,

savings, and retirement compensation programs, and

other employee benefits generally available to other

senior executives of Farmer Mac and on terms no

less favorable than for other senior executives of

Farmer Mac. Mr. Nordholm is also entitled to five

weeks of paid vacation per year.

•Events of Termination. Mr. Nordholm’s employment

will terminate upon his death or disability and may be

terminated: at any time by Farmer Mac with or without

"cause" (as defined in the Agreement); by

Mr. Nordholm voluntarily or if Farmer Mac materially

breaches, and fails to cure, its obligations under the

Agreement; or by mutual written agreement upon

30 days’ prior written notice from either party.

•Payments Upon Disability. Upon the termination of

Mr. Nordholm’s employment due to a "disability" (as

defined in the Agreement), if Mr. Nordholm is not

eligible for, or is otherwise not covered by, disability

insurance and if Mr. Nordholm (or his estate or heirs)

executes a full release of claims in favor of Farmer


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	Farmer Mac 2026 Proxy Statement

Mac substantially in the form attached to the

Agreement (the “Release”), Farmer Mac will continue

to pay Mr. Nordholm (or his estate or heirs) for

12 months, his then-current base salary. See "Annual

Incentive Compensation" and "Long-Term Incentive

Compensation" above for a description of how a

termination for disability would affect those payments

and awards.

•Severance Pay. If Farmer Mac terminates

Mr. Nordholm’s employment other than by mutual

agreement or for “cause” (as defined in the

Agreement), or Mr. Nordholm terminates his

employment in connection with an uncured material

breach of the Agreement by Farmer Mac, subject to

Mr. Nordholm’s execution of a Release, Farmer Mac

shall, to the extent permitted by law and regulation,

pay Mr. Nordholm the following severance benefits:

(1) an aggregate lump sum amount in cash equal to

the sum of (a) Mr. Nordholm’s base salary (currently

$800,000) and (b) his base salary multiplied by the

incentive compensation target (currently 100%), and

(2) continuation of health care coverage under

COBRA, at Farmer Mac’s expense, until the earlier of

(a) if employment is terminated without "cause" or by

mutual agreement, the date that is the earlier to occur

of (x) December 31, 2027 or (y) the date that is

18 months from the date of termination of

employment or (b) if employment is terminated other

than without "cause" or by mutual agreement, the

date that is one year from the date of termination of

employment. Any severance pay received by Mr.

Nordholm from Farmer Mac under the Agreement will

not be mitigated by any subsequent earnings by

Mr. Nordholm from any other source. Mr. Nordholm

shall not be entitled to severance pay under the

Agreement due to the termination of employment

upon the expiration of the term.

•Constructive Termination. Mr. Nordholm’s ability to

terminate his employment and receive severance pay

in connection with an uncured material breach of the

Agreement by Farmer Mac does not include the

ability to do so for a diminution of scope of authority

due to the appointment of a successor CEO during a

CEO succession process initiated by the Board as

long as Mr. Nordholm’s compensation owing under

the Agreement is not reduced.

•Post-Termination Restrictive Covenants. In

connection with any termination of employment of

Mr. Nordholm for any reason under the Agreement,

he has agreed: (1) not to compete with Farmer Mac,

other than with Farmer Mac’s written permission, for a

period of two years; (2) not to solicit any of Farmer

Mac’s “members of management” (as defined in the

Agreement) or employees for two years; (3) not to

disclose or use Farmer Mac’s “confidential information”

(as defined in the Agreement); and (4) not to disparage

or diminish the reputation of Farmer Mac, its products,

services, officers, directors, or employees. Upon the

termination of Mr. Nordholm’s employment other than

for cause, Farmer Mac has agreed that its Board

shall instruct its officers not to make any public

statement or publish on behalf of Farmer Mac any

statement that disparages or tends to diminish the

reputation of Mr. Nordholm.

•Indemnification. Farmer Mac has agreed that it will

not amend Article VIII of its By-Laws (indemnification

provisions) or reduce Farmer Mac’s Directors' and

Officers' insurance coverage, in either case in a

manner disproportionately adversely affecting

Mr. Nordholm without his prior written consent.

Prospective Employment Agreement

with Farmer Mac's President and Chief

Operating Officer

On September 25, 2025, Farmer Mac’s Board of

Directors appointed Mr. Carpenter to serve as Farmer

Mac’s President and Chief Operating Officer, effective

upon Mr. Nordholm’s resignation as President. On that

same date, the Board designated Mr. Carpenter as

Mr. Nordholm’s successor and appointed Mr. Carpenter

to serve as Farmer Mac’s Chief Executive Officer upon

the earlier of: (1) April 1, 2027; and (2) Mr. Nordholm’s

last day of employment with Farmer Mac (“Effective

Date”). In connection with Mr. Carpenter’s appointment

as Farmer Mac’s next President and Chief Executive

Officer, Farmer Mac entered into an Employment

Agreement (“Carpenter Agreement”) with Mr. Carpenter

on September 30, 2025. The Carpenter Agreement

contemplates Mr. Carpenter serving as Farmer Mac’s

next President and Chief Executive Officer for an initial

three-year term (“Initial Term”) commencing on the

Effective Date, subject to earlier termination as provided

in the Carpenter Agreement. The Carpenter Employment

Agreement may be renewed following the expiration of

the Initial Term for successive one-year periods upon a

vote of the Board and Mr. Carpenter’s agreement in

writing to any such renewal. Under the Carpenter

Agreement, Farmer Mac and Mr. Carpenter have

agreed to the following terms, among others:

•Base Salary. On the Effective Date, Mr. Carpenter’s

annual base salary will be the greater of: (1) $650,000;

and (2) Mr. Carpenter’s then-current annual base salary

immediately before the Effective Date plus $75,000.

Mr. Carpenter’s base salary will be reviewed at least

annually and may be increased in the sole discretion of

the Board or the Compensation Committee of the Board.

•Annual Incentive Compensation. Mr. Carpenter will be

eligible for an annual cash incentive payment with a

target of 80% of his base salary for work performed

during the preceding calendar year. The target


			63


		Executive Compensation Governance

amount for annual cash incentive payments will be

reviewed at least annually and may be modified in the

sole discretion of the Board or the Compensation

Committee of the Board.

•Long-Term Incentive Compensation. Mr. Carpenter

will be eligible to receive awards of long-term

incentive compensation from time to time in a form,

and subject to such conditions, as determined by the

Board or the Compensation Committee of the Board

in its sole discretion. In approximately March 2027,

the Board intends to grant Mr. Carpenter long-term

equity compensation valued at approximately

$650,000 under the methodology prescribed in

Farmer Mac’s policy related to grants of equity-based

compensation, subject to similar terms and conditions

as apply to similar 2027 annual long-term incentive

grants made to other senior executives of Farmer

Mac. This target amount for the value of annual long-

term incentive compensation awarded will be

reviewed at least annually and may be modified in the

sole discretion of the Board or the Compensation

Committee of the Board.

•Benefits. Mr. Carpenter will be eligible to participate in

the welfare benefit plans and programs, incentive,

savings, and retirement compensation programs, and

other employee benefits (including paid parking in the

parking garage associated with Farmer Mac’s

headquarters building) generally available to other

senior executives of Farmer Mac and on terms no

less favorable than for other senior executives of

Farmer Mac. Mr. Carpenter will also be entitled to five

weeks of paid vacation per year.

•Events of Termination. Mr. Carpenter’s employment

will terminate upon his death or “disability” (as defined

in the Carpenter Agreement) and may be terminated:

at any time by Farmer Mac with or without “cause” (as

defined in the Carpenter Agreement); upon the

liquidation, receivership, or conservatorship of Farmer

Mac; or by Mr. Carpenter voluntarily or if Farmer Mac

materially breaches, and fails to cure, its obligations

under the Carpenter Agreement.

•Payments Upon Disability. Upon the termination of

Mr. Carpenter’s employment due to a disability,

Farmer Mac will, for 12 months, continue to pay

Mr. Carpenter (or to his estate or heirs if he dies after

the commencement of payments) an amount equal to

the difference between Mr. Carpenter’s current base

salary and the amount of disability insurance

payments received by Mr. Carpenter under Farmer

Mac’s long-term disability insurance policy.

•Severance Pay. If Farmer Mac terminates

Mr. Carpenter’s employment other than for

"cause" (as defined in the Carpenter Agreement), or

Mr. Carpenter terminates his employment in

connection with an uncured material breach of the

Carpenter Agreement by Farmer Mac, subject to

Mr. Carpenter’s execution of a full release of claims in

favor of Farmer Mac substantially in the form

attached to the Carpenter Agreement, Farmer Mac

shall, to the extent permitted by law and regulation,

pay Mr. Carpenter the following severance benefits:

(1) an aggregate lump sum amount in cash equal to

the sum of (a) Mr. Carpenter’s base salary and (b) his

base salary multiplied by the annual incentive

compensation target, and (2) continuation of health

care coverage under COBRA, at Farmer Mac’s

expense, until the earlier of (a) the date that is one

year from the date of termination of his employment

or (b) the date that he becomes eligible for medical

insurance coverage through another employer. Any

severance pay received by Mr. Carpenter from

Farmer Mac under the Carpenter Employment

Agreement will not be mitigated by any subsequent

earnings by Mr. Carpenter from any other source.

Mr. Carpenter will not be entitled to severance pay

under the Carpenter Agreement due to the

termination of employment upon the expiration of

the term.

•Constructive Termination. Mr. Carpenter’s ability to

terminate his employment and receive severance pay

in connection with an uncured material breach of the

Carpenter Agreement by Farmer Mac does not

include the ability to do so for a diminution of scope of

authority due to the appointment of a successor CEO

during a CEO succession process initiated by the

Board as long as Mr. Carpenter’s compensation

owing under the Carpenter Agreement is not reduced.

•Post-Termination Restrictive Covenants. In

connection with any termination of employment of

Mr. Carpenter for any reason under the Carpenter

Agreement, he has agreed: (1) not to compete with

Farmer Mac, other than with Farmer Mac’s written

permission, for a period of two years; (2) not to solicit

any of Farmer Mac’s employees for two years and not

to induce any business relationship of Farmer Mac to

cease doing business with Farmer Mac or interfere

with that business relationship for two years; (3) not

to disclose or use Farmer Mac’s “confidential

information” (as defined in the Carpenter Agreement);

and (4) not to disparage or diminish the reputation of

Farmer Mac, its products, services, officers, directors,

or employees. Upon the termination of

Mr. Carpenter’s employment other than for cause,

Farmer Mac has agreed that its Board shall instruct

its officers not to make any public statement or

publish on behalf of Farmer Mac any statement that

disparages or tends to diminish the reputation of

Mr. Carpenter.


	64


	Farmer Mac 2026 Proxy Statement

•Indemnification. Farmer Mac has agreed that it will

not amend Article VIII of its By-Laws (indemnification

provisions) or reduce Farmer Mac’s Directors' and

Officers' insurance coverage, in either case in a

manner disproportionately adversely affecting

Mr. Carpenter without his prior written consent.

This summary of the Carpenter Agreement is qualified

in its entirety by the complete text of the Carpenter

Agreement, which Farmer Mac filed with the SEC on a

Current Report on Form 8-K on September 30, 2025.

Transition Agreement with Former

Executive Officer

On August 14, 2025, Farmer Mac entered into a

transition agreement ("Transition Agreement") with

Mr. Mullery, who served as Executive Vice President –

General Counsel and Secretary through September 8,

2025 and is identified as a named executive officer in

this report. Under the Transition Agreement, Mr. Mullery

was actively employed in a transitional advisory role

from September 8, 2025 until his retirement on April 3,

2026. During that period, he continued to receive his

previously established compensation and benefits and

received a cash incentive payment for his performance

in 2025. As an incentive to remain a full-time employee

until his retirement date, Mr. Mullery received the

following benefits under the Transition Agreement:

(1) an award of time‑vested RSUs in August 2025

valued at $200,000 that will vest on May 2, 2026; (2) a

$500,000 lump‑sum cash payment to be paid in late

April 2026; and (3) continuation of health care coverage

under COBRA, at Farmer Mac’s expense, through

April 30, 2027.

These payments and benefits were contingent upon

Mr. Mullery's execution of a Separation Agreement and

General Release ("Release") following his retirement,

which he has provided to Farmer Mac. In the Release,

Mr. Mullery has agreed: (1) not to solicit any of Farmer

Mac’s employees and not to induce any business

relationship of Farmer Mac to cease doing business

with Farmer Mac or interfere with that business

relationship for 12 months; (2) not to disclose or use

Farmer Mac’s “confidential information” (as defined in

Transition Agreement); (3) not to disparage or diminish

the reputation of Farmer Mac, its products, services,

officers, directors, or employees; and (4) to cooperate

with Farmer Mac in providing reasonable assistance for

the transitioning of work (including occasional post-

employment assistance as needed). The Transition

Agreement also provides that Mr. Mullery's retirement

on April 3, 2026 will be treated as a “Retirement” under

the applicable award agreements for his outstanding

equity awards.

This summary of the Transition Agreement is qualified in

its entirety by the complete text of the Transition

Agreement, which Farmer Mac filed with the SEC on a

Current Report on Form 8-K on August 18, 2025.

Amended and Restated Executive

Officer Severance Plan

In January 2020, Farmer Mac's Board approved an

Amended and Restated Executive Officer Severance

Plan to continue to provide executive officers with

reasonable compensation in the event of their

termination of employment with Farmer Mac.

Participants in the Severance Plan must sign a

participation agreement with restrictions on competition,

solicitation, and disparagement ("Participation

Agreement"). Ms. Hayhurst and Messrs. Brinch,

Carpenter, and Pullins are the only NEOs who

participate in the Severance Plan.

Under the Severance Plan, if Farmer Mac terminates a

Participant’s employment other than for "Cause" (as

defined in the Severance Plan) or if the Participant

terminates his or her employment with Farmer Mac after

an "Adverse Change in Conditions of Employment" (as

defined in the Severance Plan Plan), upon execution of

a valid release agreement that becomes effective and

irrevocable, the Participant will be entitled to:

•an amount equal to the sum of the Participant’s

annual base salary and annual target bonus, payable

in one lump sum;

•for 12 months, Farmer Mac’s payment of the cost of

premiums for the Participant and the Participant’s

eligible dependents for continuing health, dental, and

vision benefits under the Consolidated Omnibus

Budget Reconciliation Act of 1985, as amended

(COBRA), which amounts shall be limited to the

excess over what Farmer Mac’s active employees are

then required to pay for comparable benefits

sponsored by the company and the payment of which

shall also be subject to the Participant’s continued

compliance with the terms of the Participation

Agreement, with payment ceasing if the individual

becomes eligible for a new employer’s coverage; and

•payment of any accrued and unpaid annual base

salary and any unpaid expense reimbursements

incurred by the Participant for ordinary and

reasonable business expenses incurred in the course

of conducting Farmer Mac business (but not including

any accrued vacation pay or any accrued annual

target bonus other than amounts not yet paid for

service during an entire completed fiscal year, subject

to discretion exercised in the ordinary course).

Under the Severance Plan, these payments and

benefits will be in lieu of any other severance payments

to Participants.


			65


		Executive Compensation Governance

Upon termination of a Participant's employment due to

disability (as defined in the Severance Plan), Farmer

Mac will pay, during the 12 months following

termination, the difference between the Participant's

base salary and the amount of disability insurance

payments received by the Participant under Farmer

Mac's long-term disability policy if and to the extent that

those Farmer Mac payments will not cause a reduction

in or offset of the policy payments. If a Participant dies

after the start of those payments, the balance will be

payable in accordance with the beneficiary designation

provisions of the Severance Plan.

Under the terms of a separately executed Participation

Agreement, upon termination of a Participant's

employment for any reason under the Severance Plan,

Participants have agreed (1) not to compete with

Farmer Mac, other than with Farmer Mac’s written

permission, for a period of one year; (2) not to solicit

any of Farmer Mac’s “members of management” (as

defined in the Participation Agreement) or employees

for two years; (3) not to disclose or use Farmer Mac’s

“confidential information” (as defined in the Participation

Agreement); and (4) not to disparage or diminish the

reputation of Farmer Mac, its products, services,

officers, directors, or employees.

Participants are not required to mitigate amounts of

payments by seeking employment or otherwise, and

payments under the Severance Plan will not be offset

by amounts payable from new employment for services

rendered during the 12 months following termination of

employment with Farmer Mac. However, the

Participant's eligibility for the continuation of COBRA will

immediately cease upon the start of the new

employment.

Amounts payable to any Participant under the

Severance Plan are subject to any recoupment or

clawback policy as may be implemented and interpreted

by Farmer Mac, including those implemented to comply

with the Dodd-Frank Act, or any other applicable law

and regulation.

POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE-IN-CONTROL

Other than Ms. Ramesh and Mr. Ramsey, each of the NEOs would have been eligible to receive payments upon a

termination without cause or upon a termination without cause due to disability, occurring as of December 31, 2025.

None of these individuals would have been eligible to receive any payments upon resignation or retirement as of

December 31, 2025.

The following table shows the total that would be payable to each of Ms. Hayhurst and Messrs. Nordholm, Carpenter,

Pullins, Brinch, and Mullery upon a termination without cause occurring as of December 31, 2025:


Name1	Base Salary		Non-Equity Incentive Compensation		Total
Bradford T. Nordholm		$800,000		$800,000		$1,600,000
Zachary N. Carpenter		$575,000		$431,250		$1,006,250
Matthew M. Pullins		$550,000		$275,000		$825,000
Brian M. Brinch		$450,000		$180,000		$630,000
Geraldine I. Hayhurst		$450,000		$60,000		$510,000
Stephen P. Mullery		$500,000		$200,000		$700,000

(1)As of December 31, 2025, each of Ms. Hayhurst and Messrs. Nordholm, Carpenter, Pullins, Brinch, and Mullery would have also received all

base salary accrued and unpaid as of the applicable date of termination and also would have been entitled to continuation of health care

coverage under COBRA at Farmer Mac's expense for 12 months.

The following table shows the total that would be payable to each of the NEOs other than Ms. Ramesh and

Mr. Ramsey upon a termination without cause due to disability occurring as of December 31, 2025:


Name1	Base Salary		Non-Equity Incentive Compensation		Total
Bradford T. Nordholm		$800,000		$0		$800,000
Zachary N. Carpenter		$575,000		$0		$575,000
Matthew M. Pullins		$550,000		$0		$550,000
Brian M. Brinch		$450,000		$0		$450,000
Geraldine I. Hayhurst		$450,000		$0		$450,000
Stephen P. Mullery		$500,000		$0		$500,000

(1)In the event of a termination without cause due to a disability, Farmer Mac would pay each of Ms. Hayhurst and Messrs. Carpenter, Pullins,

Brinch, and Mullery the difference between her or his current base salary and the amount of disability insurance payments received by her or him

under Farmer Mac's long-term disability policy during the 12 months following termination. If Mr. Nordholm is not eligible for, or is otherwise not

covered by, disability insurance, upon execution of a separation agreement, Farmer Mac would continue to pay Mr. Nordholm's then-current base

salary during the 12 months following termination.


	66


	Farmer Mac 2026 Proxy Statement

None of the NEOs are eligible to receive additional payments upon a change-in-control of Farmer Mac.

EQUITY COMPENSATION PLANS

The following table provides information relating to compensation plans under which equity securities are authorized to

be issued as of December 31, 2025:


Plan category	Number of securities to be issued upon exercise of outstanding options or SARs or vesting of RSUs		Weighted average exercise price of outstanding options and SARs (per share)		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans not approved by stockholders		—		—		—
Equity compensation plans approved by stockholders		173,462		$134.02		993,357

As of December 31, 2025, SARs covering 499,502

shares (net of canceled shares, shares retained by

Farmer Mac to satisfy withholding obligations, and

shares disposed to Farmer Mac upon exercise) and

1,007,141 shares related to the vesting of RSUs (net of

canceled shares) had been granted under the Amended

and Restated 2008 Omnibus Incentive Plan, leaving

993,357 shares of Class C Non-Voting Common Stock

available for future issuance of grants under the plan as

of that date. The outstanding SARs granted under the

Amended and Restated 2008 Omnibus Incentive Plan

during have a weighted average exercise price of

$134.02 per share.

CEO PAY RATIO

Median Employee

Under regulations implemented by the SEC under the

Dodd-Frank Act, Farmer Mac must disclose the ratio of

annual total compensation of its CEO to the median

total compensation of all of Farmer Mac's employees

(excluding the CEO) for the most recently completed

fiscal year. Given the limited dispersion around the

midpoint of the employee population and the immaterial

impact of recent hiring and terminations, Farmer Mac

will use the same median employee for purposes of the

CEO pay ratio for the second year in a row. Excluding

Farmer Mac’s CEO, Farmer Mac employed 229

individuals (including interns) as of the determination

date. The year-to-date gross earnings consisted of the

following for each

individual employed by Farmer Mac as of the

determination date: base salary, annual short-term

incentive compensation received for service during

2025, the grant date fair value of any equity award

granted during 2025, dividend equivalents paid in cash

on RSUs that vested in 2025, and employer

contributions for 2025 under Farmer Mac's nonqualified

deferred compensation plan.

Ratio of Annual Total Compensation of

CEO to Median Employee

Farmer Mac's CEO, Mr. Nordholm, served in that role

for all of 2025, and his total annual compensation is set

forth in the Summary Compensation Table in this proxy

statement. The annual total compensation for the

median employee has been calculated using the same

methodology used for our NEOs in the Summary

Compensation Table in this proxy statement. The

calculations of annual total compensation for

Mr. Nordholm and Farmer Mac's median employee are

$4,025,608 and $194,617, respectively. Thus, Farmer

Mac's reasonable estimate of the 2025 CEO to median

employee pay ratio is 21:1. In light of the many different

methodologies, assumptions, adjustments, and

estimates that companies may apply under the

regulations implemented by the SEC under the Dodd-

Frank Act, this information should not be used as a

basis for comparison to other companies.


			67


		Executive Compensation Governance

PAY VERSUS PERFORMANCE

As described in the CD&A, Farmer Mac's executive compensation program is based on a pay-for-performance

approach, meaning that a significant portion of executive compensation is variable and closely tied to both individual

performance and Farmer Mac's financial performance. The table below provides standardized data on executive

compensation in a format prescribed by the SEC, which is intended to be easier to link to company performance than

the amounts already disclosed in the Summary Compensation Table ("SCT") and CD&A. The table compares the total

compensation from the SCT to the compensation actually paid ("CAP") for the principal executive officer ("PEO") and

the average CAP paid to the other non-PEO named executive officers ("NEOs") during 2025 and the four previous

years. CAP is based on the total compensation figures presented in the SCT, but adjusted to reflect the change in

actual value of outstanding equity-based awards (e.g., SARs and RSUs). For comparative purposes, the table also

includes for the same five-year period: (1) Farmer Mac's total shareholder return ("TSR") based on the performance of

its Class C Non-Voting Common Stock; (2) the TSR of the selected peer group (the S&P 500 Financial Services

Index); (3) Farmer Mac's results for GAAP net income; and (4) Farmer Mac's results for Core Earnings before Credit

(a non-GAAP measure), which is Farmer Mac's company-selected metric for pay versus performance disclosures. The

SCT amounts and the CAP amounts presented in the table below do not reflect the actual amount of compensation

earned by or paid to Farmer Mac's named executive officers during the applicable years, but rather are amounts

determined in accordance with Item 402 of Regulation S-K under the Exchange Act. See the CD&A above for a more

complete description of how executive compensation relates to Farmer Mac's performance and how the Compensation

Committee makes its decisions.


Year	Summary Compensation Table Total for PEO1		Compensation Actually Paid to PEO1,2		Average Summary Compensation Table Total for Non-PEO NEOs1		Average Compensation Actually Paid to non-PEO NEOs1,2		Value of Initial Fixed $100 Investment Based On:				Net Income	Earnings5
Year	Summary Compensation Table Total for PEO1		Compensation Actually Paid to PEO1,2		Average Summary Compensation Table Total for Non-PEO NEOs1		Average Compensation Actually Paid to non-PEO NEOs1,2		Farmer Mac's TSR3		Peer Group TSR4		Net Income	Earnings5
2025		$4,025,608		$3,377,507		$973,922		$669,428		$277		$197	$207,415,000		$209,975,000
2024		$3,260,876		$5,264,320		$1,128,717		$1,385,556		$281		$199	$207,193,000		$180,862,000
2023		$5,631,233		$8,776,626		$1,249,902		$1,880,797		$284		$139	$200,003,000		$172,053,000
2022		$3,532,666		$3,094,824		$1,136,013		$1,033,285		$152		$134	$178,144,000		$125,598,000
2021		$3,211,156		$5,060,035		$1,045,533		$1,465,036		$161		$151	$136,089,000		$111,842,000

(1)Mr. Nordholm served as the PEO in all five years presented. The Non-PEO NEOs included for 2025 consisted of former executive officers Aparna

Ramesh and Stephen Mullery, current executive officers Mr. Brinch, Mr. Carpenter, Ms. Hayhurst, and Mr. Pullins, and former interim principal

financial officer Gregory N. Ramsey. The Non-PEO NEOs included for 2021 through 2024 consisted of Ms. Ramesh, Mr. Carpenter, Chief Credit

Officer Marc J. Crady, and Mr. Mullery.

(2)To calculate CAP, the amounts shown below were deducted from and added to total compensation shown in the SCT. Farmer Mac has no

pension plans or other defined benefit programs that affect the recalculation of the compensation disclosed under the SCT. Dividend equivalents

paid in cash on vested RSUs are already included in the SCT totals for the PEO and the other NEOs.

RECONCILIATION OF PEO'S SCT TOTAL TO PEO'S CAP:


Year	SCT Total		Cumulative Deductions from SCT Totali		Cumulative Additions to SCT Totalii		CAP
2025		$4,025,608		$1,899,173		$1,251,072		$3,377,507

RECONCILIATION OF AVERAGE NON-PEO NEO SCT TOTAL TO AVERAGE NON-PEO NEO CAP:


Year	SCT Total		Cumulative Deductions from SCT Totali		Cumulative Additions to SCT Totalii		CAP
2025		$973,922		$494,041		$189,547		$669,428

(i)Represents the grant date fair value of equity-based awards granted. No change in pension value is reported for 2025. More detail about the

specific deductions and additions to the SCT totals to arrive at the CAP totals is presented in the separate "Adjustments" table below.

(ii)Reflects the value of equity calculated in accordance with the SEC's methodology for determining CAP. More detail about the specific

deductions and additions to the SCT totals to arrive at the CAP totals is presented in the separate "Adjustments" table below.


	68


	Farmer Mac 2026 Proxy Statement


Adjustments	2025
Adjustments	PEO	Average of Other NEOs
SCT Amounts	$4,025,608		$973,922
Adjustments for defined benefit and actuarial pension plans
(Subtract): Aggregate change in actuarial present value included in SCT Amounts for the covered fiscal year	$—		$—
Add: Service cost for the covered fiscal year	$—		$—
Add: Prior service cost for the covered fiscal year	$—		$—
Adjustments for stock and option awards
(Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year	$(1,587,089)		$(295,055)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end	$1,251,072		$189,547
Add/(Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end	$(77,612)		$(45,132)
Add: Vesting date fair value of awards granted and vested during the covered fiscal year	$—		$—
Add/(Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year	$(234,472)		$(37,069)
(Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year	$—		$(116,785)
Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year	$—		$—
CAP Amounts (as calculated)	$3,377,507		$669,428

(3)Farmer Mac's TSR is based on the performance of its Class C Non-Voting Common Stock.

(4)Farmer Mac selected the companies included in the S&P 500 Financial Services Index as the peer group to show a peer group TSR compared to

Farmer Mac's TSR. Farmer Mac has presented the performance of the S&P 500 Financial Services Index in the performance graphs included in

its annual reports to stockholders since 2007. Farmer Mac's relative performance against the S&P 500 Financial Services Index is also one of the

metrics used in the March 9, 2023 award of performance-based RSUs to Mr. Nordholm designed to retain him as Farmer Mac's PEO through

early 2026 and to reward performance.

(5)As described in more detail in the CD&A, "Earnings" (sometimes referred to as "Core Earnings Before Credit") is the non-GAAP financial measure

of "core earnings" reported by Farmer Mac, excluding the after-tax effects of provisions for losses, gains or losses on fair value, or sale of REO

property. See "Compensation Discussion and Analysis—Approach to Incentive Compensation—Short-Term Incentive Compensation." For a

reconciliation of Farmer Mac's GAAP net income attributable to common stockholders to non-GAAP core earnings, see "Management's

Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" in Farmer Mac's Annual Report on Form 10-K

for the year ended December 31, 2025.

Most Important Measures to Determine

2025 CAP

In Farmer Mac's assessment, the seven metrics listed

below represent the most important financial

performance measures that Farmer Mac used to link

each NEO’s compensation to Farmer Mac's

performance in 2025. Each of the listed financial

measures was either used in the balanced "scorecard"

to determine annual short-term incentive compensation

awards for performance in 2025 or to determine the

vesting of long-term performance-based RSUs that

vested in 2025:

Earnings (Core Earnings before Credit)

Total Revenues

Business Volume

Ratio of Substandard Assets to Regulatory Capital

Compliance with applicable capital requirements

Net charge-offs

90-day delinquencies

These measures are not listed or ranked in any

particular order and are further described above in

"Compensation Discussion and Analysis—Approach to

Incentive Compensation," "—Total Compensation

Elements—Annual Cash Incentive Compensation" and

"—Total Compensation Elements—Long-Term Incentive

Compensation." Although it is always a challenge to

narrow down to a few measures, the Compensation

Committee chose these measures because they most

closely represent the business goals established by the

Board and management for 2025 and balance the need

for growth in business volume, earnings, and revenues;

the maintenance of disciplined underwriting and high

credit quality through prudent risk management; and

continued financial stability with the enhancement of

stockholder value. Farmer Mac believes that Earnings

(sometimes referred to as Core Earnings before Credit)

is the most important financial performance measure

tied to executive compensation. Earnings is used to

determine 25% of annual short-term incentive

compensation awards and most appropriately reflects

Farmer Mac's overall performance over the short-term.


			69


		Executive Compensation Governance

Cumulative three-year Earnings is also the primary

measure used to determine the vesting of performance-

based RSUs granted to the NEOs each year from 2022

through 2025.

Description of Pay Versus

Performance Relationships

Company TSR versus Peer Group TSR

Farmer Mac's five-year cumulative TSR for 2021-2025

outperformed the companies included in the S&P 500

Financial Services Index selected as the peer group.

Farmer Mac's TSR was higher in 2021 and 2022 and

significantly higher 2023-2025.

CAP versus Company TSR

The CAP for the PEO and the average CAP for the non-

PEO NEOs were aligned with Farmer Mac's TSR during

2021-2025, as fluctuations in the stock price of Farmer

Mac's Class C Non-Voting Common Stock is a significant

driver of the calculation of CAP. All those measures

decreased in 2025 compared to 2023 and 2024 compared

to 2023, following an increase in 2023 compared to

2022. All those measures also decreased from 2021 to

2022, after having increased in 2021 compared to 2020.

During 2025, Farmer Mac experienced moderate price

depreciation in the shares of its Class C Non-Voting

Common Stock from about $197 at the end of 2024 to

about $176 at the end of 2025. During 2024, Farmer

Mac experienced moderate price appreciation going

from $191 at the end of 2023 to about $197 at the end

of 2024. Farmer Mac experienced significant appreciation

in its stock price in 2021 and 2023, increasing from

about $74 at the end of 2020 to about $124 at the end

of 2021 and from about $113 at the end of 2022 to

about $191 at the end of 2023. In 2022, Farmer Mac's

stock price decreased during the calendar year. Those

changes in stock price during the five-year period were

consistent with the changes in CAP to both the PEO

and non-PEO NEOs. This relationship is by design, as

the value of Farmer Mac’s equity-based incentive

awards are tied directly to stock price in addition to the

company’s financial performance.

CAP versus Net Income and Earnings

As described in more detail in the CD&A, non-GAAP

Earnings is derived from GAAP net income attributable

to common stockholders (which is GAAP net income

less dividends paid on preferred stock and any losses

on the retirement of preferred stock), and Farmer Mac

uses Earnings as a financial metric to determine

payouts in both its short-term and long-term incentive

programs. The CAP for the PEO and the average CAP

for the non-PEO NEOs were not completely aligned with

Farmer Mac's consistently improving GAAP net income

and non-GAAP Earnings during 2021-2025. Both of

those financial metrics increased each year during the

five-year period, particularly from 2021-2023. In

contrast, the PEO's and other NEOs' CAP varied each

year during that period, increasing significantly from

2020 to 2021 but then decreasing from 2021 to 2022,

then increasing again from 2022 to 2023, and then

decreasing in 2024 compared to 2023 and decreasing

in 2025 compared to 2024. This is due in large part to

the significant emphasis that Farmer Mac places on

equity-based incentive compensation, which is sensitive

to changes in stock price as discussed in the section

above. Each of net income and Earnings may or may

not have an overall impact on CAP as calculated in

accordance with applicable rules for a variety of

reasons, including: (1) short-term incentive performance

payments, while at risk and connected to performance,

are only one component of CAP, and the other

components of CAP can, in the aggregate, have a

greater influence on the result than any one metric; and

(2) a substantial amount of the variation in year-over-

year executive CAP is tied to changes in Farmer Mac’s

stock price. Although Farmer Mac's stock price is often

positively correlated with the company's profitability and

core performance, that is not always the case. As a

result, above-target performance on the financial

measures evaluated by Farmer Mac’s short- and long-

term performance programs may be otherwise negated

by a negative trend in the share price of Farmer Mac’s

Class C Non-Voting Common Stock in the calculation of

CAP. Many factors can affect Farmer Mac's stock price

that may not be directly, indirectly, or related at all to

Farmer Mac's profitability and performance, including

trading volume, the individual decisions of investors,

and general economic and market conditions, all of

which Farmer Mac and the NEOs have no control over.


	70

Certain Relationships and Related

Person Transactions

REVIEW OF RELATED PERSON TRANSACTIONS

Under SEC rules, a "related person" is a director,

executive officer, nominee for director since the

beginning of the previous fiscal year, or a greater than

5% beneficial owner of a class of Farmer Mac voting

common stock at the time of the applicable transaction,

and their immediate family members. The Board has

adopted a written Related Person Transactions

Approval Policy that is administered by the Corporate

Governance Committee. This policy applies to any

transaction or series of transactions in which Farmer

Mac or any of its subsidiaries is a participant, the

amount involved exceeds $120,000, and a "related

person" has a direct or indirect material interest. The

policy requires each director, director nominee, or

executive officer involved in such a transaction to notify

the Chief Legal Officer of each such transaction. Farmer

Mac reviews all relationships and transactions in which

Farmer Mac and a related person are participants to

determine whether those related persons have a direct

or indirect material interest. Farmer Mac's legal staff is

primarily responsible for the development and

implementation of processes and controls to obtain

information from the directors and executive officers

regarding related person transactions. Under the policy,

the Chief Legal Officer will determine whether a

transaction meets the requirements of a "related person

transaction" requiring review by the Corporate

Governance Committee. Transactions that fall

within this

definition will be referred to the Corporate Governance

Committee for approval, ratification, or other action.

Based on its consideration of all of the relevant facts

and circumstances, the Corporate Governance

Committee will decide whether or not to approve the

transaction and will approve only those transactions that

are in, or not inconsistent with, the best interests of

Farmer Mac and its stockholders. If Farmer Mac

becomes aware of an existing related person

transaction that has not been approved under this

policy, the matter will be referred to the Corporate

Governance Committee, which will then evaluate all

options available, including ratification, revision, or

termination of the transaction. A related person

transaction entered into without the Corporate

Governance Committee's pre-approval will not violate

this policy, or be invalid or unenforceable, so long as the

transaction is brought to the Corporate Governance

Committee as promptly as reasonably practical after it is

entered into. Transactions that are determined to be

directly or indirectly material to Farmer Mac or a related

person are disclosed in Farmer Mac's Proxy Statement

as required by SEC rules.

TRANSACTIONS WITH RELATED PERSONS IN 2025

From time to time, Farmer Mac purchases or commits to

purchase qualified loans, USDA-guaranteed portions of

loans, or AgVantage® securities from, or enters into

other business relationships with, institutions that own

5% or more of a class of Farmer Mac's Voting Common

Stock or that have an employee, officer, or director who

is also a member of Farmer Mac's Board. These

transactions are conducted in the ordinary course of

business, with terms and conditions comparable to

those applicable to entities unaffiliated with Farmer Mac.

To the extent these transactions involve indebtedness

issued by the related person, those transactions were

made on substantially the same terms as those

prevailing at the time for comparable loans with persons

not related to Farmer Mac and did not involve more than

the normal risk of collectability or present other

unfavorable features. Although Farmer Mac entered into

transactions with related persons in 2025, it was

determined that none of those transactions resulted in a

related person having a direct or indirect material

interest that would require disclosure as a "related

person transaction" under SEC rules.


			71

Report of the Audit Committee

The following report of the Audit Committee shall not be deemed to be "soliciting material," or to be "filed" with the

SEC, and will not be deemed to be incorporated by reference into any filing by Farmer Mac under the Securities Act or

the Exchange Act, except to the extent that Farmer Mac specifically requests that the information be treated as soliciting

material or specifically incorporates the report by reference into a document.

The Audit Committee and the Board review the Audit Committee Charter annually and approve changes as

appropriate. During 2025, the Audit Committee reviewed and recommended approval of a revised Audit Committee

Charter, which the Board approved in November 2025. The complete text of the Audit Committee Charter, which

reflects standards set forth in SEC regulations and NYSE listing requirements, is available on Farmer Mac's

website, www.farmermac.com, in the "Corporate Governance" portion of the "Investors" section. A print copy of

the Audit Committee Charter is available free of charge upon written request to Farmer Mac's Secretary at Farmer

Mac Headquarters.

In March 2026, the Board determined that: (1) all of the directors who serve on the Audit Committee are "independent,"

as defined in Farmer Mac's Corporate Governance Guidelines, which incorporate the heightened independence

requirements set forth under applicable SEC and NYSE rules for directors serving on the Audit Committee; and

(2) James Engebretsen is an "audit committee financial expert," as defined in SEC rules. Mr. Engebretsen is not an

auditor or accountant for Farmer Mac, does not perform field work, and is not an employee of Farmer Mac. In

accordance with the SEC's safe harbor relating to audit committee financial experts, a person designated or identified

as an audit committee financial expert will not be deemed to be an "expert" for purposes of the federal securities laws.

Also, the designation or identification as an audit committee financial expert does not impose on a director any duties,

obligations, or liabilities that are greater than those imposed on that director as a member of the Audit Committee and

Board in the absence of that designation or identification, and does not affect the duties, obligations, or liabilities of any

other member of the Audit Committee or Board.


	72


	Farmer Mac 2026 Proxy Statement

AUDIT COMMITTEE REPORT FOR THE YEAR ENDED

DECEMBER 31, 2025

TO OUR STOCKHOLDERS:

Management is primarily responsible for establishing

and maintaining the financial public reporting process,

including the system of internal accounting controls, and

for the preparation of Farmer Mac's consolidated

financial statements in accordance with accounting

principles generally accepted in the United States. The

Audit Committee, on behalf of the Board, monitors

Farmer Mac's financial reporting processes and

systems of internal accounting control, the

independence and performance of the independent

auditor, and the performance of the internal audit

function. Farmer Mac's independent auditor is

responsible for auditing those consolidated financial

statements and expressing an opinion as to their

conformity with generally accepted accounting

principles and on management's assessment of the

effectiveness of Farmer Mac's internal control over

financial reporting. The independent auditor will also

express its own opinion on the effectiveness of Farmer

Mac's internal control over financial reporting.

Management has represented to the Audit Committee

that Farmer Mac's audited consolidated financial

statements were prepared in accordance with

accounting principles generally accepted in the United

States. The Audit Committee reviewed and discussed

Farmer Mac's audited consolidated financial statements

with both management and Farmer Mac's independent

auditor before their issuance. The Audit Committee has

discussed with the independent auditor its evaluation of

the accounting principles, practices, and judgments

applied by management, and the Audit Committee has

discussed any items required to be communicated to it

by the independent auditor under rules and regulations

promulgated by the Securities and Exchange

Commission and the Public Company Accounting

Oversight Board (PCAOB) and the standards

established by the American Institute of Certified Public

Accountants, including matters required to be discussed

under PCAOB Auditing Standard No. 1301

(Communications With Audit Committees).

As to Farmer Mac's independent auditor, the Audit

Committee, among other things, received from

PricewaterhouseCoopers LLP the written disclosures as

required by applicable requirements of the PCAOB

regarding the independent accountants'

communications with the Audit Committee concerning

independence, and discussed with them their

independence from Farmer Mac and its management.

The Audit Committee has reviewed and pre-approved

the audit fees of the independent auditor. It also has

approved non-audit services and reviewed fees for

services to assure compliance with applicable

provisions of the Exchange Act and applicable rules and

regulations to assure compliance with the auditor

independence requirements that prohibit independent

auditors from performing specified services that might

impair their independence, as well as compliance with

Farmer Mac's and the Audit Committee's policies.

The Audit Committee discussed with Farmer Mac's

independent auditor the overall scope of and plans for

its audit. Finally, the Audit Committee continued to

monitor the scope and adequacy of Farmer Mac's

internal auditing program, including proposals for

adequate staffing and to strengthen internal procedures

and controls where appropriate.

In reliance upon these reviews and discussions, the

Audit Committee recommended to the Board of

Directors that the Board approve the inclusion of Farmer

Mac's audited consolidated financial statements in

Farmer Mac's Annual Report on Form 10-K for the fiscal

year ended December 31, 2025 for filing with the

Securities and Exchange Commission, as filed on

February 19, 2026.

Audit Committee


Charles A. Stones, Chair
James R. Engebretsen	Eric T. McKissack
Jeffrey L. Plagge	Robert G. Sexton


			73

Audit Matters

AUDIT FEES

Farmer Mac incurred an aggregate of $2,000,000 in

fees for 2025 and $2,160,000 in fees for 2024 for

professional services rendered by

PricewaterhouseCoopers LLP for the audit of Farmer

Mac's 2025 and 2024 annual financial statements

included in Farmer Mac's annual reports on Form 10-K,

the audit of management's assessment of the

effectiveness of internal control over financial reporting

under Section 404 of the Sarbanes-Oxley Act of 2002,

and the review of the financial statements included in

Farmer Mac's quarterly reports on Form 10-Q during

2025 and 2024. Farmer Mac incurred $12,000 in out-of-

pocket expenses from PricewaterhouseCoopers LLP for

2025, and $16,000 for 2024, in connection with

providing these services. Reported Audit fees are those

applicable to each fiscal year's engagement.

AUDIT-RELATED FEES

Farmer Mac incurred an aggregate of $325,000 in fees for 2025 and $215,000 in fees for 2024 for the services

rendered by PricewaterhouseCoopers LLP, including transactional-offering related procedure and compliance

attestation reports.

TAX FEES

Farmer Mac incurred an aggregate of $187,000 in fees for 2025 and $220,000 in fees for 2024 for professional

services for tax compliance, tax advice, and tax planning rendered by PricewaterhouseCoopers LLP.

ALL OTHER FEES

Farmer Mac incurred an aggregate of $2,000 in fees for 2025 and $122,000 in fees for 2024 for use of

PricewaterhouseCoopers LLP's research and analytics tools and a financial technology project pre-implementation

review that occurred during 2024.

AUDIT COMMITTEE PRE-APPROVAL POLICIES

Under the Audit Committee Charter and the Audit

Committee's pre-approval policy and consistent with

SEC policies on auditor independence, the Audit

Committee considers and pre-approves, as appropriate,

all auditing and permissible non-auditing services

provided by Farmer Mac's independent auditor before

the engagement of the independent auditor for those

services. The Audit Committee handled the audit fee

negotiations associated with the retention of

PricewaterhouseCoopers LLP as Farmer Mac's

independent auditor for 2026. The Audit Committee has

delegated the authority to grant pre-approvals to the

chair of the Audit Committee if pre-approval is

necessary for business purposes and the convening of

a meeting of the Audit Committee is not practicable. The

chair’s decisions to grant any pre-approval must be

presented to the full Audit Committee at its

scheduled meetings. All of the services provided by

PricewaterhouseCoopers LLP in 2025 and 2024 were

pre-approved by the Audit Committee or the chair of the

Audit Committee, in accordance with the Audit

Committee's pre-approval policy.


	74



	Proposal 2			Selection of Independent Auditor
				Selection of Independent Auditor

The By-Laws of Farmer Mac provide that the Audit Committee shall select Farmer Mac's independent auditor "annually

in advance of the Annual Meeting of Stockholders and [that selection] shall be submitted for ratification or rejection at

such meeting." The Audit Committee reviews the scope and results of the audits, the accounting principles being

applied, and the effectiveness of internal controls. The Audit Committee also ensures that management fulfills its

responsibilities in the preparation of Farmer Mac's financial statements.

PricewaterhouseCoopers LLP has served as Farmer

Mac's independent auditor since March 2010. In

determining whether to reappoint

PricewaterhouseCoopers LLP as Farmer Mac's

independent auditor for 2026, the Audit Committee

considered many factors, including:

•the professional qualifications of

PricewaterhouseCoopers LLP and the lead

engagement partner, including their technical

expertise and industry knowledge;

•PricewaterhouseCoopers LLP's independence from

Farmer Mac and its processes for maintaining its

independence;

•PricewaterhouseCoopers LLP's depth of

understanding of Farmer Mac's business, accounting

policies and practices, and internal control over

financial reporting;

•the quality of the Audit Committee's ongoing

discussions with PricewaterhouseCoopers LLP and

its evaluation of PricewaterhouseCoopers LLP's prior

performance;

•PricewaterhouseCoopers LLP's tenure and the

impact on Farmer Mac of changing auditors; and

•an evaluation of the lead audit partner, who the Audit

Committee ensures is rotated at least every five years

in accordance with SEC rules and

PricewaterhouseCoopers LLP's policies.

Based on these factors and in accordance with the

By-Laws, the Audit Committee has unanimously

selected and recommended to the stockholders

PricewaterhouseCoopers LLP as Farmer Mac's

independent auditor for the fiscal year ending

December 31, 2026.

This proposal is presented to the stockholders for

approval as provided in the By-Laws and in conformity

with the current practice of seeking stockholder

approval of the selection of the independent auditor.

The ratification of the appointment of

PricewaterhouseCoopers LLP as Farmer Mac's

independent auditor requires the affirmative vote of a

majority of the votes cast by the holders of shares of

Farmer Mac's Voting Common Stock entitled to vote

and represented in person or by proxy at the Meeting.

Representatives of PricewaterhouseCoopers LLP are

expected to attend the Meeting. They will have the

opportunity to make a statement if they desire to do so

and will be available to answer appropriate questions

from stockholders present at the Meeting.

The Board of Directors recommends a vote FOR the

proposal to ratify the selection of

PricewaterhouseCoopers LLP as independent

auditor for Farmer Mac for 2026. Proxies solicited by

the Board will be so voted unless holders of Farmer

Mac's Voting Common Stock specify to the contrary on

their proxies, or unless authority to vote is withheld.


			75



	Proposal 3			Advisory Vote to Approve the Compensation of Farmer Mac's Named Executive Officers

In accordance with SEC rules adopted under the Dodd-

Frank Act, Farmer Mac is seeking from its voting

stockholders an advisory vote to approve the

compensation of Farmer Mac's named executive

officers as described in this Proxy Statement, including

the Compensation Discussion and Analysis, the related

tabular disclosures, and the accompanying

narrative disclosures.

The Dodd-Frank Act requires Farmer Mac to hold an

advisory vote to approve the compensation of Farmer

Mac's named executive officers at least once every

three years. Consistent with the vote of its stockholders

at the 2023 Annual Meeting of Stockholders, Farmer

Mac is presenting this non-binding vote to its

stockholders on an annual basis.

Farmer Mac's executive compensation program is

designed to attract, motivate, and retain highly qualified

executive officers who are able to achieve corporate

objectives, fulfill Farmer Mac's public policy mission,

and enhance stockholder value. The Compensation

Committee believes that Farmer Mac's executive

compensation program reflects a strong

pay-for-performance philosophy that is consistent with

the risk tolerance of Farmer Mac and reflects the long-

term interests of stockholders. The Compensation

Discussion and Analysis section beginning on page 34

provides a more detailed discussion of Farmer Mac's

executive compensation philosophy and program.

The Compensation Committee believes that Farmer

Mac's executive compensation program has been

effective at attracting and retaining a high-performing

executive team that is appropriately motivated to

achieve the strategic, financial, and operational goals

established by the Board.

Voting stockholders are being asked to vote on the

following resolution:

RESOLVED, that the voting stockholders of the

Federal Agricultural Mortgage Corporation approve,

on an advisory basis, the compensation of Farmer

Mac's named executive officers, as described in this

Proxy Statement pursuant to the compensation

disclosure rules of the SEC, including the

Compensation Discussion and Analysis, the related

tabular disclosures, and the accompanying

narrative disclosures.

This advisory vote to approve the compensation of

Farmer Mac's named executive officers is not binding.

The outcome of the vote on this proposal by

stockholders will not require Farmer Mac's Board or the

Compensation Committee to take any action on Farmer

Mac's executive compensation practices. However, the

Board values the opinions of Farmer Mac's stockholders

as expressed through their votes and communications

and will consider the result of the vote when determining

future executive compensation arrangements.

Adoption of this non-binding resolution will require the

affirmative vote of a majority of the votes cast by the

holders of shares of Farmer Mac's Voting Common

Stock entitled to vote and represented in person or by

proxy at the Meeting. The Board of Directors

recommends a vote FOR adoption of the resolution

approving, on an advisory basis, the compensation

of Farmer Mac's named executive officers, as

described in this Proxy Statement, including the

Compensation Discussion and Analysis, the related

tabular disclosures, and the accompanying

narrative disclosures. Proxies solicited by the Board

will be so voted unless holders of Farmer Mac's Voting

Common Stock specify to the contrary on their proxies,

or unless authority to vote is withheld.


	76

Solicitation of Proxies

Farmer Mac will pay the cost of the Meeting and the costs of soliciting proxies, including the cost of mailing the proxy

materials. Farmer Mac has retained D.F. King & Co., Inc. to act as Farmer Mac's proxy solicitation firm for a fee of

$6,500 plus expenses. Besides solicitation by mail, employees of D.F. King may solicit proxies by telephone, electronic

mail, or personal interview. Brokerage houses, nominees, fiduciaries, and other custodians will be requested to forward

solicitation material to the beneficial owners of shares of Voting Common Stock held of record by them, and Farmer

Mac will reimburse them for their reasonable expenses.

Other Matters

In addition to the scheduled items of business set forth in this Proxy Statement, the enclosed proxy confers on the

Proxy Committee discretionary authority to vote the shares represented thereby in accordance with its members' best

judgment on all other matters that may be brought before the Meeting or any adjournment or postponement thereof

and matters incident to the Meeting. The Board does not know of any other matter that may properly be presented for

action at the Meeting. If any other matters not known at the time this Proxy Statement was printed are properly brought

before the Meeting or any adjournment or postponement of the Meeting, the Proxy Committee intends to vote proxies

in accordance with its members' best judgment.

Upon written request, Farmer Mac will furnish, without charge, to each person whose proxy is being solicited a copy of

its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, which includes

financial statements. Written requests should be directed to Farmer Mac's Secretary at Farmer Mac Headquarters. A

copy of Farmer Mac's most recent Form 10-K is also available on its website (www.farmermac.com) in the "Financial

Information" portion of the "Investors" section. Please note that all references to www.farmermac.com in this Proxy

Statement are inactive textual references only and that the information contained on these websites is not incorporated

by reference into this Proxy Statement.

The giving of your proxy will not affect your right to vote your shares personally if you attend the Meeting. In any event,

it is important that you complete, sign, and return the enclosed proxy card promptly to ensure that your shares

are voted.


	By order of the Board of Directors, Geraldine I. Hayhurst Secretary

April 15, 2026

Washington, DC


x	Filed by the Registrant	¨	Filed by a Party other than the Registrant

Check the appropriate box:
¨	Preliminary Proxy Statement
¨	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Under Rule 14a-12


Payment of Filing Fee (Check all boxes that apply):
x	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.




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