Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Farmer Mac is a federally chartered instrumentality of the United States whose debt and equity
securities are exempt from registration under Section 3(a)(2) of the Securities Act of 1933. During first
quarter 2021, the following transactions occurred related to Farmer Mac's equity securities that were not
registered under the Securities Act of 1933 and were not otherwise reported on a Current Report on
Form 8-K:
Class C Non-Voting Common Stock . Under Farmer Mac's policy that permits directors of Farmer Mac to
elect to receive shares of Class C non-voting common stock in lieu of their cash retainers, Farmer Mac
issued an aggregate of 158 shares of its Class C non-voting common stock in January 2021 to the four
directors who elected to receive stock in lieu of their cash retainers. Farmer Mac calculated the number of
shares issued to the directors based on a price of $74.25 per share, which was the closing price of the Class
C non-voting common stock on December 31, 2020 (the last trading day of the previous quarter) as reported by the New York Stock Exchange.
In addition to the March 2, 2021 grants of stock appreciation rights and restricted stock units to the four named executive officers and fifteen directors reported in Farmer Mac’s Current Report on Form 8-K filed with the SEC on March 8, 2021, Farmer Mac made the following additional grants under its Amended and Restated 2008 Omnibus Incentive Plan on March 2, 2021 to other executive officers and employees as incentive compensation:
• an aggregate of 4,680 stock appreciation rights (SARs") to three executive officers, which have the same terms as the SARs granted to the named executive officers on March 2, 2021 – a grant price of $88.68 per share, an expiration date of March 2, 2031, and vesting in three equal annual installments on each of March 31, 2022, March 31, 2023, and March 31, 2024;
• an aggregate of 1,163 target number of performance-vested restricted stock units ("RSUs") to three executive officers, which have the same terms as the performance-vested RSUs granted to the named executive officers on March 2, 2021 and are eligible for "cliff" vesting on March 31, 2024 in an amount between 0% and 200% of the target number of RSUs granted based on performance objectives related to business volume, subject to “gatekeeper” metrics related to capital and asset quality for the performance period of January 1, 2021 through December 31, 2023;
• an aggregate of 3,258 time-vested RSUs to four executive officers and employees vesting in three equal annual installments on each of March 31, 2022, March 31, 2023, and March 31, 2024; and
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• an aggregate of 19,158 time-vested RSUs to 53 employees, all of which will "cliff" vest on April 15, 2024.
On March 15, 2021, Farmer Mac granted 657 time-vested RSUs to an employee upon commencement of employment, vesting in three equal annual installments on each of March 31, 2022, March 31, 2023, and March 31, 2024.
(b) Not applicable.
(c) None.
Item 3. Defaults Upon Senior Securities
(a) None.
(b) None.
Item 4. Mine Safety Disclosures
Not applicable.
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