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Form 8-K

sec.gov

8-K — FEDERAL AGRICULTURAL MORTGAGE CORP

Accession: 0000845877-26-000116

Filed: 2026-06-08

Period: 2026-06-03

CIK: 0000845877

SIC: 6111 (FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — agm-20260603.htm (Primary)

EX-10 (farmermac-thirdamendmentto.htm)

EX-99 (a20260608farmermacannounce.htm)

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8-K

8-K (Primary)

Filename: agm-20260603.htm · Sequence: 1

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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 3, 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, DC

(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

6.875% Non-Cumulative Preferred Stock, Series I AGM.PRI 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)Retirement of Chief Executive Officer

On September 25, 2025, Bradford T. Nordholm (“Mr. Nordholm”), the President and Chief Executive Officer of the Federal Agricultural Mortgage Corporation (“Farmer Mac”), advised the company that he is retiring on March 31, 2027, subject to earlier retirement upon mutual agreement of Mr. Nordholm and Farmer Mac.

On June 3, 2026, the Board of Directors (the “Board”) and Mr. Nordholm agreed to terms for Mr. Nordholm’s earlier retirement as Chief Executive Officer of Farmer Mac effective as of July 1, 2026. Mr. Nordholm will continue to support the Chief Executive Officer transition at Farmer Mac through September 30, 2026, as senior advisor to Farmer Mac’s Chief Executive Officer, with the honorary title of CEO Emeritus.

(c) Appointment of Chief Executive Officer

On June 3, 2026, the Board affirmed that Zachary N. Carpenter (“Mr. Carpenter”) would begin service as Farmer Mac’s Chief Executive Officer on July 1, 2026, according to its September 25, 2025, designation of Mr. Carpenter as Mr. Nordholm’s successor and appointment of Mr. Carpenter as Farmer Mac’s Chief Executive Officer upon Mr. Nordholm’s last day of employment as Farmer Mac Chief Executive Officer.

Additional information regarding Mr. Carpenter can be found in the Current Report on Form 8-K filed with the SEC on September 30, 2025 (the “September Form 8-K”).

A description of Mr. Carpenter’s compensation arrangement with Farmer Mac is set forth under Item 5.02(e) of this report.

(e) Compensatory Arrangements of Certain Officers

Bradford T. Nordholm’s Amended Employment Agreement

On June 3, 2026, Farmer Mac entered into the Third Amendment to Amended Employment Agreement (the “Third Amendment”) with Mr. Nordholm. The Third Amendment amends portions of the existing amended employment agreement between Farmer Mac and Mr. Nordholm dated December 23, 2020, as amended by the First Amendment to Amended Employment Agreement dated September 28, 2022, and as further amended by the Second Amendment to Amended Employment Agreement dated September 25, 2025 (collectively, together with the Third Amendment the “Nordholm Employment Agreement”). The Third Amendment provides as follows:

• Reflects the mutual agreement of Mr. Nordholm and Farmer Mac with respect to the early termination of Mr. Nordholm’s employment as Chief Executive Officer of Farmer Mac effective as of July 1, 2026 (the “Transition Start Date”) and provides that from the Transition Start Date through September 30, 2026 (the “Transition Termination Date”) Mr. Nordholm will be employed as a senior advisor to the Chief Executive Officer of Farmer Mac, with the honorary title of CEO Emeritus, reporting to the Chief Executive Officer of Farmer Mac who will determine and direct Mr. Nordholm’s duties.

• Provides that Mr. Nordholm’s incentive salary (annual cash bonus) it will be: (A) payable in a lump sum no later than ten (10) business days following the adjournment of the first regularly scheduled meeting of the Board following the Transition Termination Date; (B) determined based on Farmer Mac’s pro forma performance through the end of the most recently completed fiscal quarter on or prior to the Transition Termination Date, in relation to threshold, target, and maximum amounts for various metrics specified by the Compensation Committee of the Board, so it may be paid below, at, or above the incentive salary target; and (C) prorated based on the number of days Mr. Nordholm is employed by Farmer Mac during 2026 through the Transition Termination Date.

• Provides that the amount of 2026 RSUs granted to Mr. Nordholm in 2026 shall be prorated to reflect the actual number of days Mr. Nordholm was employed by Farmer Mac after January 1, 2026 through the Transition Termination Date and such 2026 RSU’s will vest on the Transition Termination Date.

• Amends the period of time for which Mr. Nordholm is entitled to payment or reimbursement for COBRA coverage.

Except as specifically set forth in the Third Amendment, all other terms and conditions of the Nordholm Employment Agreement remain unmodified and in full force and effect.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this report. Mr. Nordholm's Amended Employment Agreement dated December 23, 2020 was filed as Exhibit 10.1 to the Current Report on Form 8-K filed December 30, 2020. Mr. Nordholm’s First Amendment to Amended Employment Agreement dated September 28, 2022 was filed as Exhibit 10.1 to the Current Report on Form 8-K filed October 4, 2022. Mr. Nordholm’s Second Amendment to Amended Employment Agreement dated September 25, 2025 was filed as Exhibit 10.1 to the Current Report on Form 8-K filed September 30, 2025. These exhibits are incorporated by reference in this report.

Zachary N. Carpenter Employment Agreement as President and Chief Executive Officer

Details of Mr. Carpenter’s compensation arrangement for his appointment as Chief Executive Officer were included the September Form 8-K and the Employment Agreement between Mr. Carpenter and Farmer Mac was included as Exhibit 10.2 to the September Form 8-K, and such exhibit is incorporated by reference in this report.

Item 7.01 Regulation FD Disclosure.

On June 8, 2026, Farmer Mac issued a press release to announce that its Board had approved July 1, 2026, as the effective date for Mr. Carpenter, currently President and Chief Operating Officer, to assume the role of Chief Executive Officer, succeeding Mr. Nordholm. Mr. Nordholm will transition to serve as senior advisor to the Chief Executive Officer with the honorary title of CEO Emeritus through September 30, 2026.

A copy of the press release is attached to this report as Exhibit 99. All references to www.farmermac.com in Exhibit 99 are inactive textual references only, and the information contained on Farmer Mac’s website is not incorporated by reference into this report.

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 (“Exchange Act”), or otherwise subject to the liabilities of that Section, nor will any of such information or portion of Exhibit 99 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 that filing.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

10.1    Third Amendment to Amended Employment Agreement between Farmer Mac and Bradford T. Nordholm dated June 3, 2026.

99    Press Release dated June 8, 2026

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: June 8, 2026

EX-10

EX-10

Filename: farmermac-thirdamendmentto.htm · Sequence: 2

Document

THIRD AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT (this “Third Amendment”) amends that certain Amended Employment Agreement by and between the Federal Agricultural Mortgage Corporation (“Farmer Mac”), a federally-chartered instrumentality of the United States with its principal place of business at 2100 Pennsylvania Avenue, N.W., Washington, D.C. 20037 and Bradford T. Nordholm (the “Executive”) dated December 23, 2020 (the “Employment Agreement”), as amended by the First Amendment to Amended Employment Agreement between Farmer Mac and the Executive dated September 22, 2022 (the “First Amendment”) and as further amended by the Second Amendment to Amended Employment Agreement between Farmer Mac and the Executive dated September 25, 2025 (the “Second Amendment” and together with the Employment Agreement, and the First Amendment, the “Amended Employment Agreement”). This Third Amendment is effective as of June 3, 2026.

WHEREAS, the Executive has advised Farmer Mac that he desires to cease full-time employment with Farmer Mac on July 1, 2026 (the “Transition Start Date”) and become a senior advisor to the chief executive officer of Farmer Mac through September 30, 2026 (the “Transition Termination Date”; the period commencing on the Transition Start Date and ending on the Transition Termination Date being the “Transition Period”) and Farmer Mac has agreed to such Termination by Mutual Agreement in accordance with Section 8(a)(v) of the Amended Employment Agreement; and

WHEREAS, to best assist the transition of the Executive’s responsibilities, the Executive and Farmer Mac have agreed to further amend the Amended Employment Agreement as set forth herein.

NOW, THEREFORE, for and in consideration of these premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and Farmer Mac agree to amend the Amended Employment Agreement, as follows:

1.The foregoing recitals, including any defined terms set forth therein, are hereby incorporated into and made a part of this Third Amendment for all purposes.

2.Unless otherwise defined herein, all capitalized terms used herein shall have the meanings specified in the Amended Employment Agreement.

3.Section 3(a) of the Amended Employment Agreement is hereby stricken in its entirety and replaced with the following:

“Scope of Authority. (i) Prior to the Transition Start Date, the Executive shall be employed as an executive officer of Farmer Mac, with the title of Chief Executive Officer. The Executive shall report directly to the Board of Directors of Farmer Mac (the “Board”). The Executive shall be the senior-most officer of Farmer Mac and shall have

responsibility for the general supervision and management of all the business and affairs of Farmer Mac, as set forth in the By-Laws of Farmer Mac, subject to the oversight of the Board and any responsibilities granted to the President of Farmer Mac by the Board. The Board anticipates performing regular performance reviews of the Executive on at least an annual basis.

(ii) During the Transition Period, the Executive shall be employed as a senior advisor to the Chief Executive Officer of Farmer Mac, with the title of CEO Emeritus. During the Transition Period, the Executive shall report to the Chief Executive Officer of Farmer Mac who shall determine and direct the Executive's duties. The Executive agrees to waive the treatment of any actions described above as an Adverse Change in Conditions of Employment as defined under the Company’s Amended and Restated Executive Officer Severance Plan.

4.Section 4(b)(i) of the Amended Employment Agreement is hereby stricken in its entirety and replaced with the following:

“Incentive Salary. (i) For 2026, in addition to the Base Salary, the Executive will be eligible to be paid an additional amount (the “Incentive Salary”) during the Term for work performed by the Executive during the preceding calendar year, or portion thereof.  The Incentive Salary target (the “Incentive Salary Target”) shall be one hundred percent (100%) of the Base Salary. The Executive shall be covered by the Incentive Salary arrangement for such calendar year applicable to senior executives of Farmer Mac generally. Except as set forth in Section 4(b)(iii) below, any Incentive Salary determined under this Section 4(b)(i) shall be (A) payable in a lump sum no later than ten (10) business days following the adjournment of the first regularly scheduled meeting of the Board following the Transition Termination Date and shall remain subject to any compensation recoupment or “clawback” policy as may implemented and interpreted by Farmer Mac from time to time and (B) determined based on Farmer Mac’s pro forma performance through the end of the most recently completed fiscal quarter on or prior to the Transition Termination Date, in relation to threshold, target, and maximum amounts for various metrics specified by the Compensation Committee of the Board, so it may be paid below, at, or above the Incentive Salary Target.

5.Section 4(b)(iii) of the Amended Employment Agreement is hereby stricken in its entirety and replaced with the following:

(1)“(iii) With respect to the Incentive Salary for 2026, if the employment relationship between the Executive and Farmer Mac is terminated in accordance with Section 8(a)(v) hereof or as a result of death or Disability of the Executive, then notwithstanding Section 4(b)(i) and Section 8(c) hereof and notwithstanding the fact the Executive shall not be employed by Farmer Mac on the date of payment, then the Executive (or his heirs or

2

beneficiaries) shall be entitled to receive an Incentive Salary equal to the Incentive Salary determined in accordance with Section 4(b)(i), prorated based on the number of days the Executive is employed by Farmer Mac during such calendar year through the Transition Termination Date.

6.The last sentence of Section 4(d) of the Amended Employment Agreement is hereby stricken in its entirety and replaced with the following:

“If the Executive terminates his employment prior to the end of the Term in accordance with Section 8(a)(v) hereof, then the amount of 2026 RSUs shall be prorated to reflect the actual number of days the Executive was employed by Farmer Mac after January 1, 2026 through the Transition Termination Date and such 2026 RSU’s shall vest on the Transition Termination Date.”

7.In the fourth sentence of Section 8(d) of the Amended Employment Agreement, clause (A) is stricken in its entirety and replaced with the following:

“(A) (1) if the Executive’s employment is terminated pursuant Section 8(a)(iii) or Section 8(a)(v), December 31, 2026, or (2) if employment is terminated other than pursuant to Section 8(a)(iii) or Section 8(a)(v), the date that is one (1) year from the date of termination of employment.”

8.Except as specifically set forth herein, all other terms and conditions of the Amended Employment Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby.

9.In the event of any conflict between the terms of the Amended Employment Agreement and the terms of this Third Amendment, the terms of this Third Amendment shall control.

10.To facilitate execution of this Third Amendment, this Third Amendment may be executed in multiple counterparts, each of which, when assembled to include an original, faxed or electronic mail (in .PDF or similar file) signature for each party contemplated to sign this Third Amendment, will constitute a complete and fully executed agreement.  All such fully executed original, faxed or electronic mail (in .PDF or similar file) counterparts will collectively constitute a single agreement, and such signatures shall be legally binding upon the party sending the signature by such electronic means immediately upon being sent by such party.

11.This Third Amendment shall inure to the benefit and be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

[Signature page follows]

3

IN WITNESS WHEREOF, the parties hereto have duly executed this Third Amendment to Amended Employment Agreement as of the effective date set forth above.

Executive

By: /s/Bradford T. Nordholm

Bradford T. Nordholm

Date: June 3, 2026

Federal Agricultural Mortgage Corporation

By: /s/Lowell L. Junkins

Lowell L. Junkins, Chair of the Board

Date: June 3, 2026

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EX-99

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Filename: a20260608farmermacannounce.htm · Sequence: 3

Document

Farmer Mac Announces Effective Date for Completion of CEO Succession

- Bradford T. Nordholm to transition to Senior Advisor to CEO Zachary N. Carpenter -

WASHINGTON, D.C., June 8, 2026 — The Federal Agricultural Mortgage Corporation (Farmer Mac; NYSE: AGM and AGM.A), the nation’s secondary market provider that increases the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure, announced today that its Board of Directors has approved July 1, 2026, as the effective date for Zachary N. Carpenter, currently President and Chief Operating Officer, to assume the role of CEO, succeeding Bradford T. Nordholm. Mr. Nordholm will transition to serve as senior advisor to the CEO with the honorary title of CEO Emeritus through September 30, 2026.

The appointment marks the next step in the leadership transition plan Farmer Mac announced in September 2025, when Mr. Carpenter was appointed President and Chief Operating Officer and named as Mr. Nordholm’s successor. Since then, Mr. Carpenter has worked closely with Mr. Nordholm, the Board of Directors, and Farmer Mac’s executive leadership as part of a planned transition period designed to support continuity and position the company for its next chapter of mission-focused growth.

“The Board has been very pleased with the thoughtful, cooperative, and seamless handoff between Brad and Zack over the past several months,” said Lowell L. Junkins, Board Chair. “The strength of that transition reflects a company that is aligned, well informed, and united by a strong culture and a clear commitment to its mission. Brad’s leadership has left Farmer Mac stronger, more resilient, and well positioned for the future. As Zack steps into the CEO role, the Board is confident in his leadership, his strategic vision, and his ability to build on Farmer Mac’s strong momentum.”

Mr. Nordholm was appointed as Farmer Mac’s President and Chief Executive Officer in October 2018 and has led the company through a period of significant growth, strong financial performance, business diversification, and continued mission alignment. During his tenure, Farmer Mac doubled its annual earnings, grew outstanding business volume to more than $34 billion, and delivered top-tier shareholder returns among S&P Financials.

“Farmer Mac has never been in better condition and is well prepared for the future,” said Mr. Nordholm. “We have built a durable operating model, delivered exceptional financial performance, developed an outstanding executive leadership team, and are now driving impressive momentum across each of our operating segments. Now is an excellent time for this transition and for Zack to step into the CEO role. Zack understands Farmer Mac’s mission, our customers, our markets, and our opportunities, and I have great confidence in Zack and the team as they lead Farmer Mac forward. It has been the highpoint of my career to help advance Farmer Mac’s mission for rural America. I am deeply grateful to our Board, our employees, and

our stakeholders for all we have accomplished together and excited for the impact Farmer Mac will continue to deliver in the years ahead.”

Mr. Carpenter joined Farmer Mac in May 2019 after roles with increasing responsibility and diversity of experience at CoBank, Goldman Sachs, and Johnson & Johnson. Since joining Farmer Mac, he has played a key leadership role in the company’s strategy, business development, and portfolio diversification, including the expansion of Farmer Mac’s support for Renewable Energy, Broadband Infrastructure, and Corporate AgFinance, as well as the continued growth of its Farm & Ranch and Power & Utilities businesses. His work has helped deepen Farmer Mac’s mission-focused impact that is benefiting both Farmer Mac and rural America through changing market cycles. Mr. Carpenter has also been instrumental in strengthening Farmer Mac’s stakeholder relationships by building new connections with financial institutions and strategic partners in sectors that were new to the company.

“I am honored to step into the role of Chief Executive Officer and grateful for the trust placed in me by the Board,” said Mr. Carpenter. “Brad’s leadership has shaped Farmer Mac in lasting ways, and I am committed to carrying that legacy forward while leading the company into its next chapter. Farmer Mac has the mission, the people, the operating model, and the market opportunity to continue serving our customers, strengthening rural America, and creating durable value for our shareholders. I look forward to leading Farmer Mac with confidence, focus, and a deep commitment to the mission that is driving positive change and accelerating opportunities across rural America.”

About Farmer Mac

Farmer Mac is driven by its mission to increase the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure. Our secondary market provides liquidity to our nation’s agricultural and infrastructure businesses, supporting a vibrant and strong rural America. We offer a wide range of solutions to help meet financial institutions’ growth, liquidity, risk management, and capital relief needs across diverse markets, including agriculture, agribusiness, broadband infrastructure, power and utilities, and renewable energy. We are uniquely positioned to facilitate competitive access to financing that fuels growth, innovation, and prosperity in America’s rural and agricultural communities. Additional information about Farmer Mac is available on our website at www.farmermac.com.

CONTACT:     Jalpa Nazareth, Investor Relations

Lisa Meyer, Media Inquiries

(202) 872-7700

* * * *

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