SEC Form 3 · accession 0001915868-26-000004
FEDERAL AGRICULTURAL MORTGAGE CORP · AGM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kerry T Willie
Officer — EVP - Chief HR Officer
Period of report
Aug 17, 2026
Accepted (ET)
Aug 27, 2026 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000845877
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Non-Voting Common StockF1,F2,F3 | holding | — | — | — | 3,663 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF4 | $135.20 | holding | — | — | — | — | Mar 9, 2033 | Class C Non-Voting Common Stock | 187 | — | D |
| Stock Appreciation RightF5 | $198.54 | holding | — | — | — | — | Mar 5, 2034 | Class C Non-Voting Common Stock | 462 | — | D |
| Stock Appreciation RightF6 | $202.01 | holding | — | — | — | — | Mar 6, 2035 | Class C Non-Voting Common Stock | 459 | — | D |
| Stock Appreciation RightF7 | $162.15 | holding | — | — | — | — | Mar 5, 2036 | Class C Non-Voting Common Stock | 759 | — | D |
Explanation of responses
- F1Includes 1,119 unvested restricted stock units ("RSUs") previously granted pursuant to the Federal Agricultural Mortgage Corporation ("Farmer Mac") Amended and Restated 2008 Omnibus Incentive Plan ("Plan"). Ms. Willie was granted: (i) 381 RSUs on March 5, 2026, which will vest in three equal annual installments of 127 RSUs on March 31, 2027, March 31, 2028, and March 31, 2029, respectively; (ii) 184 RSUs on March 6, 2025, of which 92 RSUs will vest on each of March 31, 2027, and March 31, 2028; and (iii) 90 RSUs on March 5, 2024, which will vest on March 31, 2027. Each RSU represents the contingent right to receive, upon vesting, one share of Farmer Mac's Class C Non-Voting Common Stock, provided that Ms. Willie remains employed by Farmer Mac on the applicable vesting date.
- F2In addition, Ms. Willie was granted a target number of 191 performance-based RSUs on March 5, 2026 under the Plan for no consideration. These RSUs will vest on March 31, 2029 if Farmer Mac achieves performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2026 to December 31, 2028. Ms. Willie was granted a target number of 138 performance-based RSUs on March 6, 2025 under the Plan for no consideration. These RSUs will vest on March 31, 2028 if Farmer Mac achieves performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2025 to December 31, 2027. Ms. Willie was granted a target number of 135 performance-based RSUs on March 5, 2024 under the Plan for no consideration. These RSUs will vest on March 31, 2027 if Farmer Mac achieves performance objectives related to cumulative core earnings before credit during the performance period of January 1, 2024 to December 31, 2026.
- F3All performance-based RSUs are subject to "gatekeepers" related to compliance with regulatory capital requirements and specified asset quality metrics, as set forth in the applicable award agreement. Any adjustments to the target award will be reported at the time of the actual determination of performance as compared to the applicable threshold. In no event, however, will the number of shares actually awarded upon vesting exceed 200% of the number of RSUs in the target award.
- F4This stock appreciation right was granted under the Plan on March 9, 2023 and is fully vested.
- F5This stock appreciation right was granted under the Plan on March 5, 2024 and vests in three annual installments. Two installments have vested, and the final installment, with respect to 154 shares, will vest and become exercisable on March 31, 2027.
- F6This stock appreciation right was granted under the Plan on March 6, 2025 and vests in three equal annual installments of 153 shares each. The first installment became exercisable on March 31, 2026, and the second and third installments will become exercisable on March 31, 2027, and March 31, 2028, respectively.
- F7This stock appreciation right was granted under the Plan on March 5, 2026 and vests in three equal annual installments of 253 shares each. The installments will become exercisable on March 31, 2027, March 31, 2028, and March 31, 2029.