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 third quarter 2025, 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 July 2025 to the eight 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 $194.28 per share, which was the closing price of the Class C non-voting common stock on June 30, 2025 (the last trading day of the previous quarter) as reported by the New York Stock Exchange.
On August 21, 2025, Farmer Mac granted 1,137 time-vested restricted stock units related to shares of Farmer Mac's Class C non-voting common stock to an employee in accordance with the Transition Agreement described in Farmer Mac's Current Report on Form 8-K filed with the SEC on August 18, 2025. That grant of the “Transition RSUs” described in the Transition Agreement is scheduled to vest on May 2, 2026, subject to the conditions in the Transition Agreement.
(b) Not applicable.
(c) None.
Item 3. Defaults Upon Senior Securities
(a) None.
(b) None.
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Item 4. Mine Safety Disclosures
Not applicable.
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