RSU vesting triggers tax share withholding at Federal Agricultural (NYSE: AGM)

Rhea-AI Filing Summary

Federal Agricultural Mortgage Corp EVP and Chief Risk Officer Brian M. Brinch reported a routine share disposition tied to tax withholding, not an open-market sale. On March 31, 2026, restricted stock units vested and 476 shares of Class C Non-Voting Common Stock were withheld by the company to satisfy tax obligations at a price based on the prior trading day’s closing level.

After these vesting and withholding events, Brinch directly owned 10,096 shares of Class C Non-Voting Common Stock and also beneficially owned 1,872 unvested restricted stock units granted under the company’s omnibus incentive plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brinch Brian M

Role EVP - Chief Risk Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class C Non-Voting Common Stock	476	$144.36	$69K

Holdings After Transaction: Class C Non-Voting Common Stock — 10,096 shares (Direct)

Footnotes (1)

1. On March 31, 2026, (i) 170 restricted stock units vested as the third installment of the time-based award granted in March 2023, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 83 shares to satisfy withholding requirements, (ii) 508 performance-based restricted stock units vested that were granted in March 2023 (254 target units vesting at a 200% performance factor), for which Farmer Mac retained 246 shares to satisfy withholding requirements, (iii) 135 restricted stock units vested as the second installment of the time-based award granted in March 2024, for which Farmer Mac retained 66 shares to satisfy withholding requirements, and (iv) 167 restricted stock units vested as the first installment of the time-based award granted in March 2025, for which Farmer Mac retained 81 shares to satisfy withholding requirements. In accordance with a policy adopted by the Human Capital and Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by Farmer Mac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before the vesting date. Includes 1,872 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock units have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission. The total amount of securities beneficially owned has been adjusted since the Reporting Person's last filing to reflect 254 more shares that vested on March 31, 2026, as a result of applying a 200% performance factor to 254 target restricted stock units granted in March 2023.

Key Figures

Shares withheld for taxes: 476 shares Withholding price: $144.36 per share Shares owned after transaction: 10,096 shares +3 more

6 metrics

Shares withheld for taxes 476 shares Class C Non-Voting Common Stock withheld on March 31, 2026

Withholding price $144.36 per share Price used to calculate tax-withholding shares

Shares owned after transaction 10,096 shares Directly owned Class C Non-Voting Common Stock after March 31, 2026 event

Unvested RSUs 1,872 units Unvested restricted stock units under omnibus incentive plan

Time-based RSUs vested 2023 grant 170 units Third installment of March 2023 time-based award

Performance-based RSUs vested 508 units March 2023 grant at 200% performance factor

Key Terms

restricted stock units, performance-based restricted stock units, withholding requirements, tax liability, +2 more

6 terms

restricted stock units financial

"170 restricted stock units vested as the third installment of the time-based award"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"508 performance-based restricted stock units vested that were granted in March 2023"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

withholding requirements financial

"Farmer Mac retained 83 shares to satisfy withholding requirements"

tax liability financial

"number of shares withheld by Farmer Mac in satisfaction of tax liability"

Amended and Restated 2008 Omnibus Incentive Plan financial

"Includes 1,872 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan"

performance factor financial

"254 target units vesting at a 200% performance factor"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/02/2026 - 05:31 PM Learn about SEC filing dates

FAQ

What did AGM executive Brian M. Brinch report in this Form 4 filing for AGM?

Brian M. Brinch reported a tax-withholding disposition of shares linked to restricted stock unit vesting. The company withheld 476 Class C Non-Voting shares to cover tax obligations, rather than Brinch selling shares in the open market.

How many AGM shares were withheld for taxes from Brian M. Brinch’s RSU vesting?

The company withheld 476 shares of AGM Class C Non-Voting Common Stock to satisfy tax liabilities. These shares came from multiple restricted stock unit awards that vested on March 31, 2026, under the company’s compensation plans.

What is Brian M. Brinch’s AGM share ownership after the reported Form 4 transaction?

After the transaction, Brian M. Brinch directly owned 10,096 shares of AGM Class C Non-Voting Common Stock. He also beneficially held 1,872 unvested restricted stock units granted under Federal Agricultural Mortgage Corp’s omnibus incentive plan.

Were Brian M. Brinch’s AGM transactions open-market sales of stock?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. Federal Agricultural Mortgage Corp retained 476 shares from vested restricted stock units to cover tax liabilities, using the prior trading day’s closing price as the calculation basis.

What RSU awards for AGM stock vested for Brian M. Brinch on March 31, 2026?

Vesting included 170 time-based RSUs from a March 2023 grant, 508 performance-based RSUs from March 2023, 135 time-based RSUs from March 2024, and 167 time-based RSUs from March 2025, all settled in AGM Class C Non-Voting Common Stock.

How does Federal Agricultural Mortgage Corp determine the price for AGM shares withheld for taxes?

Under board committee policy, the price used to calculate AGM shares withheld for taxes is the closing price of Class C Non-Voting Common Stock on the NYSE on the last trading day before the vesting date of the restricted stock units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brinch Brian M

(Last) (First) (Middle)

C/O FARMER MAC

2100 PENNSYLVANIA AVE., NW., SUITE 450N

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20037

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FEDERAL AGRICULTURAL MORTGAGE CORP [ AGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Chief Risk Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Non-Voting Common Stock	03/31/2026		F		476(1)	D	$144.36(2)	10,096(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On March 31, 2026, (i) 170 restricted stock units vested as the third installment of the time-based award granted in March 2023, for which the Federal Agricultural Mortgage Corporation ("Farmer Mac") retained 83 shares to satisfy withholding requirements, (ii) 508 performance-based restricted stock units vested that were granted in March 2023 (254 target units vesting at a 200% performance factor), for which Farmer Mac retained 246 shares to satisfy withholding requirements, (iii) 135 restricted stock units vested as the second installment of the time-based award granted in March 2024, for which Farmer Mac retained 66 shares to satisfy withholding requirements, and (iv) 167 restricted stock units vested as the first installment of the time-based award granted in March 2025, for which Farmer Mac retained 81 shares to satisfy withholding requirements.

2. In accordance with a policy adopted by the Human Capital and Compensation Committee of Farmer Mac's Board of Directors, the price used for the calculation of the number of shares withheld by Farmer Mac in satisfaction of tax liability is the closing price of Farmer Mac's Class C Non-Voting Common Stock on the New York Stock Exchange on the last trading day before the vesting date.

3. Includes 1,872 unvested restricted stock units previously granted pursuant to Farmer Mac's Amended and Restated 2008 Omnibus Incentive Plan. The grants of restricted stock units have been described in detail in Farmer Mac's prior filings with the Securities and Exchange Commission. The total amount of securities beneficially owned has been adjusted since the Reporting Person's last filing to reflect 254 more shares that vested on March 31, 2026, as a result of applying a 200% performance factor to 254 target restricted stock units granted in March 2023.

Remarks:

	Geraldine I. Hayhurst, as attorney-in-fact for Brian M. Brinch	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)