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Item 5. Market for Registrant’s Common Equity

2026-02-19 compared with 2025-02-21 · 37 added, 24 removed, 20 unchanged (75% of the section changed)

1 unchanged sentence

Purchases of Equity Securities

(a) Farmer Mac has three classes of common stock outstanding – Class A voting common stock, Class B voting common stock, and Class C non-voting common stock.

(a) We have three classes of common stock outstanding – Class A voting common stock, Class B voting common stock, and Class C non-voting common stock.

Ownership of Class A voting common stock is restricted to banks, insurance companies, and other financial institutions or similar entities that are not institutions of the FCS.

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There are no ownership restrictions on the Class C non-voting common stock.

In the original public offering of the Class A and Class B voting common stock, Farmer Mac reserved the right to redeem at book value any shares of either class held by an ineligible holder.

Farmer Mac's Class A voting common stock and Class C non-voting common stock are listed on the New York Stock Exchange under the symbols AGM.A and AGM, respectively.

The Class B voting common stock, which has a limited market and trades infrequently, is not listed or quoted on any exchange or other quotation system, and Farmer Mac is not aware of any publicly available quotations or prices for that class of common stock.

As of February 7, 2025, Farmer Mac had 819 registered owners of the Class A voting common stock, 72 registered owners of the Class B voting common stock, and 774 registered owners of the Class C non-voting common stock.

The dividend rights of all three classes of Farmer Mac's common stock are the same, and dividends may be paid on common stock only when, as, and if declared by Farmer Mac's board of directors in its sole discretion, subject to compliance with applicable capital requirements and payment of dividends on any outstanding preferred stock.

On February 22, 2023, Farmer Mac's board of directors declared a dividend of $1.10 per share on Farmer Mac's common stock payable for first quarter 2023.

In the original public offering of the Class A and Class B voting common stock, we reserved the right to redeem at book value any shares of either class held by an ineligible holder.

Our Class A voting common stock and Class C non-voting common stock are listed on the New York Stock Exchange under the symbols AGM.A and AGM, respectively.

The Class B voting common stock, which has a limited market and trades infrequently, is not listed or quoted on any exchange or other quotation system, and we are not aware of any publicly available quotations or prices for that class of common stock.

As of February 5, 2026, we had 806 registered owners of the Class A voting common stock, 70 registered owners of the Class B voting common stock, and 763 registered owners of the Class C non-voting common stock.

The dividend rights of all three classes of our common stock are the same, and dividends may be paid on common stock only when, as, and if declared by our board of directors in its sole discretion, subject to compliance with applicable capital requirements and payment of dividends on any outstanding preferred stock.

On February 21, 2024, our board of directors declared a dividend of $1.40 per share on Farmer Mac's common stock payable for first quarter 2024.

That dividend was paid quarterly through fourth quarter 2024.

On February 21, 2024, Farmer Mac's board of directors declared a dividend of $1.40 per share on Farmer Mac's common stock payable for first quarter 2024.

On February 20, 2025, our board of directors declared a dividend of $1.50 per share on Farmer Mac's common stock payable for first quarter 2025.

That dividend was paid quarterly through fourth quarter 2025.

On February 20, 2025, Farmer Mac's board of directors declared a dividend of $1.50 per share on Farmer Mac's common stock payable for first quarter 2025.

On February 18, 2026, our board of directors declared a dividend of $1.60 per share on Farmer Mac's common stock payable for first quarter 2026.

See "Business—Financing—Equity Issuance" for more information on Farmer Mac's common stock.

The quarterly dividend of $1.60 per share on all three classes of common stock for first quarter 2026 represents an increase of $0.10 per common share, or 7%, over the quarterly dividend payout in 2025.

In deciding to increase Farmer Mac's common stock dividend payout, the board of directors considered Farmer Mac's strong capital position and the consistency of and outlook for earnings, balanced against the need for capital to fund the significant growth objectives identified in the company's strategic plan and to meet regulatory requirements and metrics established by the board of directors.

These actions are also consistent with Farmer Mac's goal of providing a competitive return on its common stockholders' investments through the payment of cash dividends.

The declaration and payment of future dividends to holders of Farmer Mac's common stock are, however, at the discretion of Farmer Mac's board of directors and depend on many factors, including Farmer Mac's financial condition, actual results of operations and earnings, the capital needs of Farmer Mac's business, regulatory requirements, and other factors that Farmer Mac's board deems relevant.

Farmer Mac's ability to pay dividends on its common stock is also subject to the payment of dividends on its outstanding preferred stock.

Applicable FCA regulations also require Farmer Mac to provide FCA with 15 days'

advance notice of certain capital distributions.

Farmer Mac's ability to declare and pay dividends could be restricted if it were to fail to comply with applicable capital requirements.

See Note 9 to the consolidated financial statements for more information about Farmer Mac's capital position and see "Business—Government Regulation of Farmer Mac—Regulation—Capital Standards" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Requirements" for more information on the capital requirements applicable to Farmer Mac.

Information about securities authorized for issuance under Farmer Mac's equity compensation plans appears under "Equity Compensation Plans" in Farmer Mac's definitive proxy statement to be filed on or about April 16, 2025.

In deciding to increase the common stock dividend payout, the board of directors considered our strong capital position and the consistency of and outlook for earnings, balanced against the need for capital to fund the significant growth objectives identified in our strategic plan and to meet regulatory requirements and metrics established by the board of directors.

These actions are also consistent with our goal of providing a competitive return on our common stockholders' investments through the payment of cash dividends.

The declaration and payment of future dividends to holders of our common stock are, however, at the discretion of the board of directors and depend on many factors, including our financial condition, actual results of operations and earnings, the capital needs of out business, regulatory requirements, and other factors that the board deems relevant.

Our ability to pay dividends on our common stock is also subject to the payment of dividends on our outstanding preferred stock.

Applicable FCA regulations also require that we provide FCA with 15 days' advance notice of certain capital distributions.

Our ability to declare and

pay dividends could be restricted if we were to fail to comply with applicable capital requirements.

See Note 8—Equity to the consolidated financial statements for more information about our capital position and see Business—Government Regulation of Farmer Mac—Regulation—Capital Standards and MD&A—Liquidity and Capital Resources—Capital Requirements for more information on our capital requirements.

Information about securities authorized for issuance under our equity compensation plans appears under "Equity Compensation Plans" in Farmer Mac's definitive proxy statement to be filed on or about April 15, 2026.

That portion of the definitive proxy statement is incorporated by reference into this Annual Report on Form 10-K.

Farmer Mac is a federally chartered instrumentality of the United States, and its common stock is exempt from registration under Section 3(a)(2) of the Securities Act.

One type of transaction related to Farmer Mac's common stock occurred during fourth quarter 2024 that was not registered under the Securities Act and not otherwise reported on a Current Report on Form 8-K:

• In October 2024, consistent with 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 421 shares of Class C non-voting common stock to the eight directors who elected to receive such stock in lieu of a portion of their cash retainers.

We are a federally chartered instrumentality of the United States, and our common stock is exempt from registration under Section 3(a)(2) of the Securities Act.

One type of transaction related to our common stock occurred during fourth quarter 2025 that was not registered under the Securities Act and not otherwise reported on a Current Report on Form 8-K:

• In October 2025, consistent with our policy that permits directors to elect to receive shares of Class C non-voting common stock in lieu of their cash retainers, we issued an aggregate of 383 shares of Class C non-voting common stock to the eight directors who elected to receive such stock in lieu of a portion of their cash retainers.

The number of shares issued to the directors was calculated based on a price of $167.98 per share, which was the closing price of the Class C non-voting common stock on September 30, 2025, the last business day of the previous quarter, as reported by the New York Stock Exchange.

Performance Graph .

The following graph compares the performance of Farmer Mac's Class A voting common stock and Class C non-voting common stock with the performance of the New York Stock Exchange Composite Index ("NYSE Comp") and the Standard & Poor's 500 Financial Services Index ("S&P 500 Financial Services Index") over the period from December 31, 2019 to December 31, 2024.

The following graph compares the performance of our Class A voting common stock and Class C non-voting common stock with the performance of the New York Stock Exchange Composite Index ("NYSE Comp") and the Standard & Poor's 500 Financial Services Index ("S&P 500 Financial Services Index") over the period from December 31, 2020 to December 31, 2025.

The S&P 500 Financial Services Index was renamed in 2023 and was formerly known as the Standard & Poor's 500 Diversified Financials Index.

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The graph also assumes that all dividends were reinvested into the same securities throughout the past five years.

Farmer Mac obtained the information in the performance graph from S&P Global Market Intelligence.

This performance graph shall not be deemed to be "soliciting material" or to be "filed" with the SEC, and this performance graph shall not be incorporated by reference into any of Farmer Mac's filings under the Securities Act or the Securities Exchange Act of 1934 and related regulations, or any other document, whether made before or after the date of this report and despite any general incorporation language contained in a filing or document (except to the extent Farmer Mac specifically incorporates this section by reference into a filing or document).

We obtained the information in the performance graph from S&P Global Market Intelligence.

This performance graph shall not be deemed to be "soliciting material" or to be "filed" with the SEC, and this performance graph shall not be incorporated by reference into any of our filings under the Securities Act or the Securities Exchange Act of 1934 and related regulations, or any other document, whether made before or after the date of this report and despite any general incorporation language contained in a filing or document (except to the extent that we specifically incorporate this section by reference into a filing or document).

(b) Not applicable.

(c) The table below sets forth information regarding our purchases of shares of our outstanding Class C non-voting common stock during the quarter ended December 31, 2025:

Total Number of Shares Purchased (1)

Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan (1)

Approximate Maximum Dollar Value That May Yet Be Purchased Under the Plan

(dollars in thousands, except per share information)

October 1, 2025 - October 31, 2025 30,395 $ 164.49 30,395 $ 45,000

November 1, 2025 - November 30, 2025 48,086 164.42 48,086 37,106

December 1, 2025 - December 31, 2025 — — — 37,106

Total 78,481 $ 164.30 78,481

(1) On August 5, 2025, our board of directors revised the terms of our share repurchase program to increase the total authorized amount of repurchases from the then remaining $9.8 million to $50.0 million, and to extend the expiration date of the program to August 5, 2027.

The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements, and other factors.

During 2025, we repurchased 78,481 shares of Class C non-voting common stock at a cost of approximately $12.9 million under the amended repurchase program.

As of December 31, 2025, $37.1 million remains available for repurchase under the program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity