agm-20260514

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2026

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

(Exact name of registrant as specified in its charter)

Federally chartered instrumentality

of the United States

001-14951

52-1578738

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

2100 Pennsylvania Avenue, N.W., Suite 450N,

20037

Washington,

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (202) 872-7700

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Exchange on which registered

Class A voting common stock

AGM.A

New York Stock Exchange

Class C non-voting common stock

AGM

New York Stock Exchange

5.700% Non-Cumulative Preferred Stock, Series D

AGM.PRD

New York Stock Exchange

5.750% Non-Cumulative Preferred Stock, Series E

AGM.PRE

New York Stock Exchange

5.250% Non-Cumulative Preferred Stock, Series F

AGM.PRF

New York Stock Exchange

4.875% Non-Cumulative Preferred Stock, Series G

AGM.PRG

New York Stock Exchange

6.500% Non-Cumulative Preferred Stock, Series H

AGM.PRH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 14, 2026, Farmer Mac held its Annual Meeting of Stockholders. At that meeting, the holders of Farmer Mac’s voting common stock: (1) elected all ten of the nominees for director on the ballot and identified in Farmer Mac’s Proxy Statement previously filed on April 13, 2026 (“Proxy Statement”); (2) ratified the selection of PricewaterhouseCoopers LLP as Farmer Mac’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (3) approved an advisory proposal approving the compensation of Farmer Mac’s named executive officers as described in the Proxy Statement.

Election of Directors

Farmer Mac’s federal charter provides that five directors are elected annually by a plurality of the votes of the holders of Class A Voting Common Stock and five directors are elected annually by a plurality of the votes of the holders of Class B Voting Common Stock. Listed below are the preliminary results for the election of directors (by class, with cumulative voting):

Class A Stockholders


Nominee	Number of Votes For	Broker Non-Votes
James R. Engebretsen	606,312	108,522
Lyle Logan	503,092	108,522
Eric T. McKissack	503,092	108,522
Jeffrey L. Plagge	503,592	108,522
Todd P. Ware	502,985	108,522

Class B Stockholders


Nominee	Number of Votes For	Broker Non-Votes
Dale E. Crawford	627,479.50	None
Amy H. Gales	435,302	None
Kevin G. Riel	627,817	None
Robert G. Sexton	123,427	None
Daniel L. Shaw	627,479.50	None

Based on these voting results, the following individuals were elected to serve as directors of Farmer Mac for one-year terms until Farmer Mac’s next Annual Meeting of Stockholders: Dale E. Crawford, James R. Engebretsen, Amy H. Gales, Lyle Logan, Eric T. McKissack, Jeffrey L. Plagge, Kevin G. Riel, Robert G. Sexton, Daniel L. Shaw, and Todd P. Ware.

In addition to the ten directors elected at the Annual Meeting of Stockholders on May 14, 2026, the following directors appointed by the President of the United States continue to serve as directors of Farmer Mac: Lowell L. Junkins (Board Chair), LaJuana S. Wilcher (Board Vice Chair), Sara L. Faivre, and Charles A. Stones. Those four directors have no specified term and serve at the pleasure of the President of the United States.

Ratification of Selection of PricewaterhouseCoopers LLP as Farmer Mac’s Independent Registered Public Accounting Firm for 2026

Farmer Mac’s By-Laws provide that the Audit Committee’s selection of accountants shall be made annually in advance of the Annual Meeting of Stockholders and shall be submitted for ratification or rejection at such meeting. Farmer Mac’s Audit Committee previously selected PricewaterhouseCoopers LLP as Farmer Mac’s independent

registered public accounting firm for the fiscal year ending December 31, 2026. Listed below are the preliminary results for the stockholder vote on the ratification of that selection (Class A votes and Class B votes combined):


			Number of Votes
For			1,132,859
Against			108,540
Abstain			63,680
Broker Non-Votes			None

Advisory Vote to Approve Compensation of Farmer Mac's Named Executive Officers (“Say-on-Pay”)

Listed below are the preliminary results for the stockholder Say-on-Pay advisory vote (Class A votes and Class B votes combined):


			Number of Votes
For			918,463
Against			101,861
Abstain			75,960
Broker Non-Votes			108,522

Farmer Mac intends to hold future advisory Say-on-Pay votes every year. Farmer Mac’s Board may re-evaluate this determination after the next stockholder vote on the frequency of Say-on-Pay votes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Inline Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document included as Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

By: /s/ Geraldine I. Hayhurst

Name: Geraldine I. Hayhurst

Title: Executive Vice President – Chief Legal Officer

Dated: May 18, 2026

Federal Agricultural Mortgage Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits