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 the first quarter 2026, 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 344 shares of its Class C non-voting common stock in January 2026 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 $175.57 per share, which was the closing price of the Class C non-voting common stock on December 31, 2025 (the last trading day of the previous quarter) as reported by the New York Stock Exchange.
In addition to the March 5, 2026 grants of stock appreciation rights ("SARs") and restricted stock units ("RSUs") to the five named executive officers and fourteen directors reported in Farmer Mac's Current Report on Form 8-K filed with the SEC on March 11, 2026, Farmer Mac made the following additional grants under its Amended and Restated 2008 Omnibus Incentive Plan on March 5, 2026 to other individuals as incentive compensation:
• an aggregate of 3,945 SARs to four officers, which have the same terms as the SARs
granted to the named executive officers on March 5, 2026 – a grant price of $162.15 per share, an
expiration date of March 5, 2036, and scheduled to vest in three equal annual installments on each
of March 31, 2027, March 31, 2028, and March 31, 2029;
• an aggregate of 992 target number of performance-vested RSUs to four officers, which
have the same terms as the performance-vested RSUs granted to the named executive officers on
March 5, 2026 and are eligible for "cliff" vesting on March 31, 2029 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, 2026 to December 31, 2028;
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• an aggregate of 1,983 time-vested RSUs to four officers scheduled to vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029; and
• an aggregate of 25,710 time-vested RSUs to 192 non-executive officer employees scheduled to
vest in three equal annual installments on March 31, 2027, March 31, 2028, and March 31, 2029.
(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 March 31, 2026:
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)
Period:
January 1, 2026 - January 31, 2026
— $ — — $ 37,106
February 1, 2026 - February 28, 2026
19,094 150.89 19,094 34,203
March 1, 2026 - March 31, 2026
28,225 149.36 28,225 30,000
Total 47,319 $ 150.13 47,319
(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 first quarter 2026, we repurchased 47,319 shares of Class C non-voting common stock at a cost of approximately $ 7.1 million under the amended repurchase program. As of March 31, 2026, $ 30.0 million remains available for repurchase under the program.
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.