| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/17/2026 |
3. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class C Non-Voting Common Stock | 3,966(1)(2)(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Appreciation Right | (4) | 03/02/2031 | Class C Non-Voting Common Stock | 1,248 | $88.68 | D | |
| Stock Appreciation Right | (5) | 03/09/2032 | Class C Non-Voting Common Stock | 753 | $120.38 | D | |
| Stock Appreciation Right | (6) | 03/09/2033 | Class C Non-Voting Common Stock | 843 | $135.2 | D | |
| Stock Appreciation Right | (7) | 03/05/2034 | Class C Non-Voting Common Stock | 759 | $198.54 | D | |
| Stock Appreciation Right | (8) | 03/06/2035 | Class C Non-Voting Common Stock | 729 | $202.01 | D | |
| Stock Appreciation Right | (9) | 03/05/2036 | Class C Non-Voting Common Stock | 1,170 | $162.15 | D | |
| Explanation of Responses: |
| 1. Includes 1,765 unvested restricted stock units ("RSUs") previously granted pursuant to the Federal Agricultural Mortgage Corporation ("Farmer Mac") Amended and Restated 2008 Omnibus Incentive Plan ("Plan"). Mr. Maines was granted: (i) 588 RSUs on March 5, 2026, which will vest in three equal annual installments of 196 RSUs on March 31, 2027, March 31, 2028, and March 31, 2029, respectively; (ii) 292 RSUs on March 6, 2025, of which 146 RSUs will vest on each of March 31, 2027, and March 31, 2028; and (iii) 149 RSUs on March 5, 2024, which will vest on March 31, 2027. Each RSU represents the contingent right to receive, upon vesting, one share of Farmer Mac's Class C Non-Voting Common Stock, if Mr. Maines remains employed by Farmer Mac on the applicable vesting date. |
| 2. In addition, Mr. Maines was granted a target number of 294 performance-based RSUs on March 5, 2026 under the Plan for no consideration. These RSUs will vest on March 31, 2029 if Farmer Mac achieves performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2026 to December 31, 2028. Mr. Maines was granted a target number of 219 performance-based RSUs on March 6, 2025 under the Plan for no consideration. These RSUs will vest on March 31, 2028 if Farmer Mac achieves performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2025 to December 31, 2027. Mr. Maines was granted a target number of 223 performance-based RSUs on March 5, 2024 under the Plan for no consideration. These RSUs will vest on March 31, 2027 if Farmer Mac achieves performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2024 to December 31, 2026. |
| 3. All performance-based RSUs are subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics, as set forth in the applicable award agreement. Any adjustments to the target award will be reported at the time of the actual determination of performance as compared to the applicable threshold. In no event, however, will the number of shares actually awarded upon vesting exceed 200% of the number of RSUs in the target award. |
| 4. This stock appreciation right was granted under the Plan on March 2, 2021 and is fully vested. |
| 5. This stock appreciation right was granted under the Plan on March 9, 2022 and is fully vested. |
| 6. This stock appreciation right was granted under the Plan on March 9, 2023 and is fully vested. |
| 7. This stock appreciation right was granted under the Plan on March 5, 2024 and vests in three annual installments. Two installments have vested, and the final installment, with respect to 253 shares, will vest and become exercisable on March 31, 2027. |
| 8. This stock appreciation right was granted under the Plan on March 6, 2025 and vests in three equal annual installments of 243 shares each. The first installment became exercisable on March 31, 2026, and the second and third installments will become exercisable on March 31, 2027, and March 31, 2028, respectively. |
| 9. This stock appreciation right was granted under the Plan on March 5, 2026 and vests in three equal annual installments of 390 shares each. The installments will become exercisable on March 31, 2027, March 31, 2028, and March 31, 2029. |
| Remarks: |
| Geraldine I. Hayhurst as attorney-in-fact for Rober J. Maines | 08/27/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||