Form 8-K - Current report

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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): June 17, 2024

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,

DC

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code [phone]

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))

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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

6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C

AGM.PRC

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

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. ☐

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Item 7.01. Regulation FD Disclosure.

On June 17, 2024, the Federal Agricultural Mortgage Corporation (“Farmer Mac”) issued a press release to announce that it will redeem all outstanding shares of its 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”). A copy of the press release is attached to this report as Exhibit 99.1.

The information furnished in this Item 7.01, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor will any of such information or portion of the Exhibit be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On June 17, 2024 Farmer Mac announced the redemption of all of its outstanding 3,000,000 shares of Series C Preferred Stock for a redemption price of $25.00 per share, plus any declared and unpaid dividends through and including the redemption date, which will be July 18, 2024.

Item 9.01.        Financial Statements and Exhibits.

(d)    Exhibits

 

    

99			Press Release dated June 17, 2024
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.

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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/ Stephen P. Mullery            

                         Name: Stephen P. Mullery

                         Title: Executive Vice President – General Counsel

Dated: June 17, 2024

Farmer Mac to Redeem Outstanding

Series C Preferred Stock

WASHINGTON, June 17, 2024 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.PRC) has announced that it intends to provide notice to the holders of its 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”) of the redemption of all of its outstanding 3,000,000 shares of Series C Preferred Stock.

Farmer Mac will redeem the Series C Preferred Stock for a redemption price of $25.00 per share, plus any declared and unpaid dividends through and including the redemption date. The redemption date will be July 18, 2024. On and after the redemption date, dividends on the Series C Preferred Stock will cease to accrue.

All shares of Series C Preferred Stock are issued in book-entry form only through the facilities of The Depository Trust Company (“DTC”). Accordingly, the redemption of the Series C Preferred Stock, including payment of the redemption price, will be completed according to DTC’s procedures. A notice of redemption will be given today to the holders of Series C Preferred Stock. Payment to DTC for the Series C Preferred Stock so redeemed will be made by Equiniti Trust Company (“Equiniti”), as transfer agent. Equiniti’s address is as follows:

Equiniti Trust Company, LLC

55 Challenger Road, Suite # 200

Ridgefield Park, New Jersey 07660

Attn: Reorganization Department

Forward-Looking Statements

In addition to historical information, this release includes forward-looking statements that reflect management’s current expectations for the redemption, including the redemption date. Management’s expectations for Farmer Mac’s future necessarily involve a number of assumptions and estimates and the evaluation of risks and uncertainties. You should pay particular attention to the risk factors discussed in Farmer Mac’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 23, 2024, and Farmer Mac’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, as filed with the SEC on May 6, 2024. In light of these potential risks and uncertainties, no undue reliance should be placed on any forward-looking statements expressed in this release. The forward-looking statements contained in this release represent management’s expectations as of the date of this release. Farmer Mac undertakes no obligation to release publicly the results of revisions to any forward-looking statements included in this release to reflect new information or any future events or circumstances, except as the SEC otherwise requires.

51282604.1

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About Farmer Mac

Farmer Mac is driven by its mission to increase the accessibility of financing for American agriculture and rural infrastructure. As a secondary market provider for our nation's agricultural and rural infrastructure credit, we provide financial solutions to a broad spectrum of customers supporting rural America, including agricultural lenders, agribusinesses, and rural electric cooperatives. We are uniquely positioned to facilitate competitive access to financing that fuels growth, innovation, and prosperity in America's rural and agricultural communities. More information about Farmer Mac is available on our website at www.farmermac.com.

CONTACT:     Jalpa Nazareth, Investor Relations

        Lisa Meyer, Media Inquiries

        [phone]

* * * *

2

Cover Page	Jun. 17, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 17, 2024
Entity Registrant Name	FEDERAL AGRICULTURAL MORTGAGE CORPORATION
City Area Code	202
Local Phone Number	872-7700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity File Number	001-14951
Entity Central Index Key	0000845877
Entity Tax Identification Number	52-1578738
Entity Address, Address Line One	2100 Pennsylvania Avenue, N.W., Suite 450N,
Entity Address, Postal Zip Code	20037
Amendment Flag	false
Entity Incorporation, State or Country Code	X1
Entity Address, City or Town	Washington,
Entity Address, State or Province	DC
Entity Emerging Growth Company	false
Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class A voting common stock
Trading Symbol	AGM.A
Security Exchange Name	NYSE
Common Class C [Member]
Entity Information [Line Items]
Title of 12(b) Security	Class C non-voting common stock
Trading Symbol	AGM
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C
Trading Symbol	AGM.PRC
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	5.700% Non-Cumulative Preferred Stock, Series D
Trading Symbol	AGM.PRD
Security Exchange Name	NYSE
Series E Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.750% Non-Cumulative Preferred Stock, Series E
Trading Symbol	AGM.PRE
Security Exchange Name	NYSE
Series F Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.250% Non-Cumulative Preferred Stock, Series F
Trading Symbol	AGM.PRF
Security Exchange Name	NYSE
Series G Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	4.875% Non-Cumulative Preferred Stock, Series G
Trading Symbol	AGM.PRG
Security Exchange Name	NYSE

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