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 2023, 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 452 shares of its Class C non-voting common stock in January 2023 to the six
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 $112.71 per share, which was the closing price of the
Class C non-voting common stock on December 31, 2022 (the last trading day of the previous quarter) as
reported by the New York Stock Exchange.
In addition to the March 9, 2023 grants of stock appreciation rights ("SARs") and restricted stock units ("RSUs") to the five named executive officers and fifteen directors reported in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 15, 2023, Farmer Mac made the following additional grants under its Amended and Restated 2008 Omnibus Incentive Plan on March 9, 2023 to other individuals as incentive compensation:
• an aggregate of 2,190 SARs to three executive officers, which have the same terms as the SARs granted to the named executive officers on March 9, 2023 – a grant price of $135.20 per share, an expiration date of March 9, 2033, and vesting in three equal annual installments on each of March 31, 2024, March 31, 2025, and March 31, 2026;
• an aggregate of 708 target number of performance-vested RSUs to three executive officers, which have the same terms as the performance-vested RSUs granted to the named executive officers on March 9, 2023 and are eligible for "cliff" vesting on March 31, 2026 in an amount between 0% and 200% of the target number of RSUs granted based on performance objectives related to cumulative core earnings before credit, subject to "gatekeeper" metrics related to compliance with regulatory capital requirements, for the performance period of January 1, 2023 to December 31, 2025;
• an aggregate of 1,419 time-vested RSUs to three executive officers vesting in three equal annual installments on March 31, 2024, March 31, 2025, and March 31, 2026; and
104
• an aggregate of 17,820 time-vested RSUs to 64 employees, vesting in three equal annual installments on March 31, 2024, March 31, 2025, and March 31, 2026.
(b) Not applicable.
(c) None.
Item 3. Defaults Upon Senior Securities
(a) None.
(b) None.
Item 4. Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.