FEDERAL AGRICULTURAL MORTGAGE CORP 10-Q

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 2024, 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 338 shares of its Class C non-voting common stock in January 2024 to the seven directors who elected to receive stock in lieu of their cash retainers. Farmer Mac calculated the number of shares issued to the directors based on a price of $191.22 per share, which was the closing price of the Class C non-voting common stock on December 31, 2023 (the last trading day of the previous quarter) as reported by the New York Stock Exchange. In addition to the March 5, 2024 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 11, 2024, Farmer Mac made the following additional grants under its Amended and Restated 2008 Omnibus Incentive Plan on March 5, 2024 to other individuals as incentive compensation: • an aggregate of 2,418 SARs to four executive officers, which have the same terms as the SARs granted to the named executive officers on March 5, 2024 – a grant price of $198.54 per share, an expiration date of March 5, 2034, and vesting in three equal annual installments on each of March 31, 2025, March 31, 2026, and March 31, 2027; • an aggregate of 710 target number of performance-vested RSUs to four executive officers, which have the same terms as the performance-vested RSUs granted to the named executive officers on March 5, 2024 and are eligible for "cliff" vesting on March 31, 2027 in an amount between 0% and 200% of the target number of RSUs granted based on performance objectives related to cumulative core earnings before credit, subject to "gatekeeper" metrics related to capital and asset quality, for the performance period of January 1, 2024 to December 31, 2026; • an aggregate of 1,419 time-vested RSUs to four executive officers vesting in three equal annual 102 installments on March 31, 2025, March 31, 2026, and March 31, 2027; and • an aggregate of 19,224 time-vested RSUs to 169 non-executive officer employees, vesting in three equal annual installments on March 31, 2025, March 31, 2026, and March 31, 2027. (b) Not applicable. (c) None. Item 3. Defaults Upon Senior Securities (a) None. (b) None. Item 4. Mine Safety Disclosures Not applicable.