FEDERAL AGRICULTURAL MORTGAGE CORP (AGM) Business
This page reproduces the company's own Item 1 Business text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Informational only - not investment advice. See Disclaimer.
Item 1.Business
GENERAL
Farmer Mac is a stockholder-owned, federally chartered corporation that combines private capital and public sponsorship to serve a public purpose. Congress has charged Farmer Mac, in our charter, with the mission of providing a secondary market for a variety of loans made to borrowers in rural America. A secondary market is an economic arrangement in which the owners of financial assets, such as the originators of loans, may sell all or part of those assets or pay a fee to offset some or all of the inherent risks of holding the assets. To fulfill our mission to increase the accessibility of financing to provide vital liquidity for American agriculture and rural infrastructure, our secondary market activities include:
•purchasing eligible loans directly from lenders, including participation interests, syndicated notes, revolving and non-revolving credit facilities, and unfunded loan commitments. "Eligible Loans" include obligations which are: secured by a first lien mortgage on real estate used in agricultural production or processing, including part-time farms and rural housing loans; agricultural and rural development loans guaranteed by the United States Department of Agriculture ("USDA"); and loans by lenders organized as cooperatives to finance electrification and telecommunications facilities, including broadband and middle mile broadband infrastructure, and renewable energy projects in rural areas;
•guaranteeing and purchasing securities issued by lenders and other financial institutions that obtain funding by pledging pools of Eligible Loans that they retain (we refer to these securities as "AgVantage," one of our registered trademarks);
•issuing and guaranteeing securities that represent interests in, or obligations secured by, pools of Eligible Loans that we purchase and transfer to trusts (together with AgVantage, we refer to these securities as "Farmer Mac Guaranteed Securities," which may be retained by the seller of the underlying Eligible Loans, retained by Farmer Mac, or sold to third-party investors);
•servicing (including as master servicer) Eligible Loans, including those we purchase, securitize, or service on behalf of third-parties; and
•providing long-term standby purchase commitments ("LTSPCs") for Eligible Loans.
We are a government-sponsored enterprise ("GSE") established under Title VIII of the Farm Credit Act of 1971 (12 U.S.C. §§ 2279aa et seq.), first enacted in 1988 and last amended in 2018, which serves as our charter ("Charter"). Our Charter provides that we have the power to establish, acquire, and maintain affiliates under applicable state law to carry out any activities that we would otherwise perform directly. We established our two existing subsidiaries – Farmer Mac II LLC and Farmer Mac Mortgage Securities Corporation – under that power.
We are an institution of the Farm Credit System ("FCS"), which is composed of the banks, associations, and related entities regulated by the Farm Credit Administration ("FCA"), an independent agency in the executive branch of the United States government. Although we are an institution of the FCS, we are not liable for any debt or obligation of any other institution of the FCS. None of FCA, the FCS, or any other individual institution of the FCS is liable for any of our, or our subsidiaries', debt or obligations. Our debts and obligations, and that of our subsidiaries, are not guaranteed by the full faith and credit of the United States of America.
6
Our two primary sources of revenue are:
•net interest income; and
•guarantee and commitment fees received for outstanding guaranteed securities and LTSPCs.
We fund our purchases of Eligible Loans and securities primarily by issuing debt obligations of various maturities in the public capital markets. We also use the proceeds of debt issuance to fund liquidity investments that must comply with policies adopted by our board of directors and with FCA regulations, which establish limitations on asset class, dollar amount, issuer concentration, and credit quality. Those regulations can be found at 12 C.F.R. §§ 652.1-652.45 ("Liquidity and Investment Regulations"). Our regular debt issuance supports our access to the capital markets, and our liquidity investments provide an alternative source of funds should market conditions become unfavorable. For more information about our Eligible Loans, securities, and liquidity investments, as well as our financial performance and sources of capital and liquidity, see MD&A. For more information about our debt issuance, see Business—Financing—Debt Issuance.
Secondary Market
Our activities are intended to provide lenders with an efficient and competitive secondary market that enhances these lenders' ability to offer competitively-priced financing solutions to borrowers. This secondary market is designed to increase the accessibility of financing at competitive interest rates to America's rural communities and agricultural sectors, while providing borrowers with the benefits of capital markets pricing and product innovation. By serving as a bridge between the public capital markets and the U.S. agricultural and rural credit markets, we provide vital liquidity by attracting additional capital sources for financing rural America and agricultural borrowers.
Our purchases of loans and securities and sales of guaranteed securities to investors increase lenders' liquidity and lending capacity and provide a stable source of funding for lenders that extend credit to the agricultural and rural credit markets. Our issuance of LTSPCs for loans held by lenders and our issuance of guaranteed securities to lenders in exchange for the related securitized loans could result in lower regulatory capital requirements and reduced borrower or commodity concentration exposure for many lenders, thereby expanding their lending capacity. By providing efficient and competitive financing solutions, we increase lending flexibility for rural credit markets, which may result in lower interest rates paid by rural and agricultural borrowers.
We market a mix of products to lenders who may need capital, liquidity, portfolio diversification, and/or access to a wide variety of loan products, including those with long-term fixed rates. As part of our outreach strategy, we engage with current and prospective lenders to identify how their use of the secondary market could further support their origination efforts and drive efficient capital deployment to agricultural communities and rural America. We also provide wholesale funding for institutional investors in agricultural assets that qualify as eligible collateral under our Charter. For these potential issuers, we direct our outreach efforts through our business relationships within the agricultural community and to institutions whose profile may benefit from wholesale funding.
7
FARMER MAC'S LINES OF BUSINESS
Our business consists of seven reportable operating segments: Farm & Ranch, Corporate AgFinance, Power & Utilities, Broadband Infrastructure, Renewable Energy, Funding, and Investments. We engage in a variety of secondary market activities across our two lines of business—Agricultural Finance and Infrastructure Finance. The table below summarizes our sources of income by the operating segments within those two lines of business, which do not include the treasury-related operating segments of Funding and Investments:
| Agricultural Finance | Infrastructure Finance | ||||
|---|---|---|---|---|---|
| Farm & Ranch | Corporate AgFinance | Power & Utilities | Broadband Infrastructure | Renewable Energy | |
| Interest-earning assets | |||||
| Loans | X | X | X | X | X |
| Loans held in consolidated trusts (single-class and structured)(1) | X | ||||
| AgVantage Securities(2) | X | X | X | ||
| Interest-only portions of agricultural mortgage-backed securities ("IO")(2) | X | ||||
| USDA Securities | X | ||||
| Products and services that earn fee income | |||||
| LTSPCs | X | X | |||
| Unfunded loan commitments | X | X | X | X | X |
| Structured securitization transactions(1) | X | ||||
| Loan servicing | X | ||||
| Other Farmer Mac Guaranteed Securities(2) | X |
(1)The securities issued by these trusts are referred to as Farmer Mac Guaranteed Securities.
(2)These categories are referred to as Farmer Mac Guaranteed Securities.
Starting in fourth quarter 2024, we renamed the Rural Utilities segment as Power & Utilities and separately reported the results of Broadband Infrastructure. All prior period information has been recast to reflect this new alignment of our operating segments. For more financial information about our reportable operating segments, see Note 2(p)—Summary of Significant Accounting Policies—Business Segments and Note 12—Business Segment Reporting to the consolidated financial statements. The following sections describe our secondary market activities under our two lines of business.
Agricultural Finance
Our Agricultural Finance line of business consists of the Farm & Ranch and Corporate AgFinance segments. The Farm & Ranch segment includes the financial results of AgVantage securities, USDA Securities and Farm & Ranch loans. The Corporate AgFinance segment includes loans and AgVantage securities to larger and more complex farming operations, agribusinesses focused on food and fiber processing, and other supply chain production.
8
We provide a secondary market for Eligible Loans in our Agricultural Finance line of business by (1) purchasing and retaining Eligible Loans and securities, (2) guaranteeing the payment of principal and interest on securities that represent interests in, or obligations secured by, pools of Eligible Loans, (3) servicing (including as master servicer) Eligible Loans, and (4) issuing LTSPCs for designated Eligible Loans. We are compensated for these activities through net interest income on loans and securities held on balance sheet, guarantee fees earned on securities issued to third parties, servicing fees on securitized loans and loans serviced for others, and commitment fees earned on loans in LTSPCs and on unfunded loan commitments.
Loan Eligibility
To be eligible for the Agricultural Finance line of business, a loan must either:
•be an agricultural mortgage loan (referred to as "Agricultural Finance mortgage loans") that is
◦secured by a fee simple mortgage or a leasehold mortgage with status as a first lien on agricultural real estate (including part-time farms and rural housing) located within the United States; and
◦an obligation of a citizen or national of the United States, an alien lawfully admitted for permanent residence in the United States, or a private corporation or partnership that is majority-owned by U.S. citizens, nationals, or legal resident aliens that, in each case, has training or farming experience that is sufficient to ensure a reasonable likelihood that the loan will be repaid according to its terms; or
•be the guaranteed portion of a loan guaranteed by the USDA under the Consolidated Farm and Rural Development Act (7 U.S.C. § 1921 et seq.) (referred to as "USDA Securities").
Our Charter authorizes a maximum loan size (adjusted annually for inflation) for an eligible Agricultural Finance mortgage loan secured by more than 2,000 acres of agricultural real estate. That maximum loan size was $17.4 million as of December 31, 2025. The Charter does not prescribe a maximum loan size or a total borrower exposure for an eligible Agricultural Finance mortgage loan secured by 2,000 acres or less of agricultural real estate. However, an internal policy approved by our board of directors limits the cumulative direct credit exposure to any one borrower or group of related borrowers on loans secured by 2,000 acres or less of agricultural real estate to 10% of Farmer Mac's Tier 1 capital ($170.6 million as of December 31, 2025). For Agricultural Finance mortgage loans, eligible agricultural real estate consists of one or more parcels of land, which may be improved by permanently affixed buildings or other structures, that (i) is used for the production of one or more agricultural commodities or products and (ii) either consists of a minimum of five acres or generates minimum annual receipts of $5,000.
As required by our Charter, we have established underwriting, security appraisal, and repayment standards for Eligible Loans that consider the nature, risk profile, and other differences between different categories of Eligible Loans. The Charter prescribes that the following minimum standards must be applied to all Agricultural Finance mortgage loans:
•provide that no loan with a loan-to-value ratio ("LTV") more than 80% may be eligible;
•require each borrower to demonstrate sufficient cash flow to adequately service the loan;
•require sufficient documentation standards;
9
•protect the integrity of the appraisal process for any loan; and
•confirm that the borrower is or will be actively engaged in agricultural production.
For more details on underwriting and collateral related to our Agricultural Finance mortgage loans, see MD&A—Risk Management—Credit Risk—Loans and Guarantees.
Lenders - Farm & Ranch
We approve lenders into our network of Farm & Ranch loan sellers based on an assessment of the lender's credit profile, which may include factors such as the institution's credit rating, origination history, or financial profile. Most lenders that participate in our secondary market for Farm & Ranch loans meet our established criteria for loan sellers, which typically include requirements to:
•own a requisite amount of Farmer Mac common stock according to a schedule prescribed for the size and type of institution;
•have, in our judgment, the ability and experience to originate or purchase and sell Farm & Ranch loans and service those loans, either directly or through contractors and originators, in accordance with our requirements, as well as have appropriate internal controls, policies, and procedures;
•maintain a minimum amount of net liquidity or appropriate credit enhancements; and
•enter into a Seller/Servicer Agreement requiring compliance with our Seller/Servicer Guide and providing representations and warranties about loan eligibility and accuracy of loan data provided to us.
Any lender authorized by the USDA to obtain a USDA guarantee on a loan may participate in our secondary market for USDA Securities.
Lenders - Corporate AgFinance
We purchase Corporate AgFinance loans and unfunded commitments from a diverse set of lenders that support financing of the agricultural sector. Lenders may be existing Farm & Ranch lenders that have larger, more complex borrowers, as well as larger financial and non-bank institutions, such as national and regional banks, insurance companies, FCS institutions, and other non-bank lending organizations, that structure and originate transactions for larger, more complex farming operations and agribusinesses.
We evaluate each lender that originates Corporate AgFinance loans to assess the experience and capabilities of the lender’s ability to originate, structure, distribute, and monitor Corporate AgFinance transactions. In many instances, we purchase loans and unfunded commitments from lenders that structure and arrange large, syndicated transactions involving numerous lenders that are necessary to support the larger transaction loan size. In these cases, we typically assesses each arranger’s capabilities and experience in arranging syndicated loans. Corporate AgFinance loans are often offered to us with minimal or no representations and warranties. To mitigate risks associated with these transactions, when acquiring these loans we emphasize underwriting and legal documentation due diligence.
10
Other Products
AgVantage Securities
Under the AgVantage securities product line, we guarantee and purchase securities issued by lenders and other financial institutions that are secured by pools of Eligible Loans. We typically retain AgVantage securities in our portfolio. Most of the AgVantage securities in our Agricultural Finance line of business are securities issued by agricultural lenders that are secured by pools of Farm & Ranch loans. AgVantage securities secured by mortgage loans that have different credit profiles, structural characteristics, and loan terms than typical Farm & Ranch loans require underwriting that more closely approximates our underwriting for Corporate AgFinance loans. For more details on counterparty credit risk related to our AgVantage Securities, see MD&A—Risk Management—Credit Risk—Counterparty Risk.
Purchase Commitments and Guarantees
Our LTSPC program is a credit enhancement alternative to direct loan purchases for Farm & Ranch loans that allows approved lenders to retain the cash flow benefits of their loans and increase their liquidity and lending capacity. In LTSPCs, the lender effectively transfers the credit risk on their Eligible Loans because, through our commitment to purchase the loan under LTSPCs, we assume the ultimate credit risk of borrower defaults on the related loans.
An LTSPC permits the lender to retain loans in its portfolio until such time, if ever, as the lender elects to deliver some or all of the loans covered by the LTSPC to us for purchase in accordance with the terms of their applicable agreement. Loans subject to an LTSPC must meet our standards for Eligible Loans at the commencement of the LTSPC when we assume the credit risk on the loans and are serviced by the holders of those loans in accordance with those lenders' servicing procedures, which we review before entering into those transactions. As consideration for our assumption of the credit risk on loans covered by an LTSPC, we receive commitment fees. Some LTSPCs contain risk sharing arrangements for pools of loans that provide for the counterparty to absorb up to a specified amount (typically between 1% and 3% of the original principal balance of the loan pool) of any losses incurred on the loans in the pool before we absorb any losses. At a lender's request, we purchase loans subject to an LTSPC:
•at par when a loan becomes either 90 days or 120 days delinquent (depending on the agreement) or is in material non-monetary default, with accrued and unpaid interest on the defaulted loan payable out of any future loan payments or liquidation proceeds; or
•if the loans are not delinquent, in exchange for either (1) cash equal to market price agreed to by Farmer Mac and the lender at the time of sale or (2) Farm & Ranch Guaranteed Securities, in accordance with the applicable agreement.
Another credit enhancement alternative to direct loan purchases is through our single-class and structured securitizations, which are both a form of Farmer Mac Guaranteed Securities. Similar to LTSPCs, our single-class and structured securitizations allow the lender to effectively transfer the credit risk on their Eligible Loans as we assume the ultimate credit risk of borrower defaults on the related loans as a result of our guarantee. Our two forms of securitizations are described in more detail below:
•Single-class securitization trusts: In these transactions, we guarantee securities representing interests in eligible Farm & Ranch loans held by a trust. We guarantee principal and interest payments on the securities in the event of a payment shortfall in exchange for a guarantee fee
11
based on the outstanding principal balance of the securities. When the securities of these trusts are held by third parties, the trusts are consolidated in our consolidated financial statements because our rights as master servicer allow us to control the default mitigation activities of the trusts.
•Structured securitization trusts: In these transactions, we issue securities representing interests in eligible Farm & Ranch loans held by a trust. These transactions are structured with senior and subordinated tranches for which we only guarantee the securities of the senior tranche. We do not guarantee the subordinate tranches of securities issued from these trusts, therefore these tranches represent a transfer of credit risk as the security holders are exposed to the credit risk arising from borrower defaults. Specifically, these holders assume the risk of loss on their investment up to the amount of their outstanding security balance. In the event of borrower default, subordinate security holders may experience a reduction in principal and/or interest payments, but those losses will not exceed the total balance of their securities. We consolidate these trusts when the securities are owned by third parties and our rights as master servicer allow us to control the default mitigation activities of the trusts. Structured securitization trusts help to offset our credit risk on Farm & Ranch loans and reduce our capital requirements, enabling us to utilize capital more effectively as we seek to optimize our returns.
We typically collect guarantee fees from our securitization transactions out of installment payments made on the underlying loans until those loans have been repaid, purchased out of the trust, or otherwise liquidated (generally as a result of default). The aggregate amount of guarantee fees received depends on the amount of securities outstanding and on the applicable guarantee fee rate, which our Charter caps at 50 basis points per year.
Infrastructure Finance
Our Infrastructure Finance line of business encompasses purchases of Power & Utilities, Broadband Infrastructure, and Renewable Energy obligations as well as LTSPCs for pools of eligible Power & Utilities loans. The Power & Utilities, Broadband Infrastructure, and Renewable Energy segments are within our Infrastructure Finance line of business through the provision in our Charter that authorizes the purchase of, and guarantee of securities backed by, loans for electric (including renewable electric energy) or telecommunications facilities by lenders organized as cooperatives to borrowers that have received or are eligible to receive loans under the Rural Electrification Act of 1936 ("REA").
The Power & Utilities segment includes "Power & Utilities loans," which are loans to rural electric generation and transmission cooperatives and distribution cooperatives, as well as AgVantage securities secured by those types of loans. The Broadband Infrastructure segment includes "Broadband Infrastructure loans," which are Eligible Loans to telecommunications facilities included in the Broadband Infrastructure segment (e.g., for rural fiber, cable/broadband, tower, wireless, local exchange carrier, and data center projects). The Renewable Energy segment includes "Renewable Energy loans," which are Eligible Loans to rural electric solar and wind energy projects and renewable gas projects.
The Broadband Infrastructure and Renewable Energy segments represent newer markets for Farmer Mac and offer opportunities for higher yielding assets. The higher yields for products in these segments reflect the increased credit risk inherent in these sectors. For more detail on the underwriting and collateral policies we use to mitigate this credit exposure, see MD&A—Risk Management—Credit Risk—Loans and Guarantees.
12
Other Products
AgVantage Securities
Our portfolio of AgVantage securities in the Infrastructure Finance line of business includes securities issued by cooperative lenders that are secured by pools of Power & Utilities loans. For more details on counterparty credit risk related to our AgVantage Securities, see MD&A—Risk Management—Credit Risk—Counterparty Risk.
COMPETITION
Farmer Mac is the only federally-chartered corporation established to provide a secondary market for agricultural mortgage loans, infrastructure loans, and USDA Securities, but faces competition from other entities that purchase, retain, securitize, or provide financing for the types of assets eligible for our secondary market activities. These entities include commercial and investment banks, insurance companies, other FCS institutions, financial funds, and certain government programs. We also compete indirectly with originators of Eligible Loans that would prefer to retain the loans they originate rather than sell them into the secondary market. We are able to compete to acquire Eligible Loans due to the variety of products we offer and our ability to offer competitive funding structures and pricing to our customers. This enables us to provide flexible financing options and products designed to meet the varied needs of lending institutions related to capital requirements, liquidity, credit risk, and management of sector and geographic concentrations and borrower exposure limits. The relative competitiveness of our loan rates and our ability to develop business with lending institutions are affected by many factors, including:
•the overall supply of capital available to agricultural and infrastructure borrowers;
•the types and variety of products offered by our competitors to meet the needs of our customer base;
•changes in the levels of available capital and liquidity of lending institutions;
•the existence of alternative sources of funding and credit enhancement for lending institutions;
•the rate of growth in the market for Eligible Loans; and
•demand for our products.
Because our Charter limits our business to secondary-market activities, our competitive position is affected by the willingness of originators to offer Eligible Loans for sale in the secondary market or to use us for funding syndicated or participated loans. The Charter's limits on loan size for some Agricultural Finance mortgage loans, as well as the types of loans that are eligible for our lines of business, also affect our competitive position. For more information on government regulations applicable to us, see "Business—Government Regulation of Farmer Mac."
Our ability to obtain competitive funding in the debt markets is essential to our ability to maintain our market share and competitive position with our customers. As a result, competition for debt investors with other debt-issuing institutions, such as the FCS, Federal Home Loan Banks, Federal National Mortgage Association ("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac"), and highly-rated financial institutions, can affect the price and volume at which we issue debt and therefore our ability to offer competitive products to customers.
13
CAPITAL AND CORPORATE GOVERNANCE
Our Charter prescribes the company's basic capital and corporate governance structure, as described below. The Charter authorizes us to issue two classes of voting common stock, each of which elects one-third of our 15-member board of directors. The Charter also authorizes us to issue non-voting common stock.
•Presidential appointments. Five members of our board of directors are individuals who meet the qualifications specified in the Charter and are appointed by the President of the United States with the advice and consent of the United States Senate (one of whom is designated as the chair of the board of directors). These appointed directors serve at the pleasure of the President of the United States with no set term.
•Class A voting common stock. The Charter restricts ownership of our Class A voting common stock to banks, insurance companies, and other financial institutions or similar entities that are not institutions of the FCS. The Charter also provides that five members of our board of directors are elected by a plurality of the votes of the Class A stockholders each year. The Charter limits the amount of Class A voting common stock that any one holder may own to no more than 33% of the outstanding shares of Class A voting common stock. We are not aware of any regulation applicable to non-FCS financial institutions that requires a minimum investment in our Class A voting common stock or that prescribes a maximum investment amount lower than the 33% limit set forth in the Charter. Our Class A voting common stock is listed on the New York Stock Exchange under the symbol AGM.A.
•Class B voting common stock. The Charter restricts ownership of our Class B voting common stock to FCS institutions and also provides that five members of our board of directors are elected by a plurality of the votes of the Class B stockholders each year. The Charter contains no restrictions on the maximum number or percentage of outstanding shares of Class B voting common stock that any one holder may own, and we are not aware of any regulation applicable to FCS institutions that requires a minimum investment in our Class B voting common stock or that prescribes a maximum amount. Our Class B voting common stock, which has a limited market and trades infrequently, is not listed or quoted on any exchange or other quotation system, and we are not aware of any publicly available quotations or prices for this class of common stock.
•Class C non-voting common stock. The Charter does not impose any ownership restrictions on our Class C non-voting common stock, so shares of this class are freely transferable. We use Class C non-voting common stock for awards of equity-based compensation to officers, directors, and employees as part of our compensation programs. Holders of the Class C non-voting common stock do not vote on the election of directors or any other matter. Our Class C non-voting common stock is listed on the New York Stock Exchange under the symbol AGM.
The dividend and liquidation rights of all three classes of our common stock are the same. Dividends may be paid on our common stock only when, as, and if declared by our board of directors in its sole discretion, subject to compliance with applicable capital requirements and the payment of dividends on any outstanding preferred stock issued by us. Upon liquidation, dissolution, or winding up of our business, after payment and provision for payment of our outstanding debt, the holders of shares of our currently outstanding 5.700% Non-Cumulative Preferred Stock, Series D ("Series D Preferred Stock"), 5.750% Non-Cumulative Preferred Stock, Series E ("Series E Preferred Stock"), 5.250% Non-Cumulative
14
Preferred Stock, Series F ("Series F Preferred Stock"), 4.875% Non-Cumulative Preferred Stock, Series G ("Series G Preferred Stock"), 6.500% Non-Cumulative Preferred Stock, Series H ("Series H Preferred Stock"), and any other preferred stock then outstanding, would be paid at par value out of assets available for distribution, plus all declared and unpaid dividends, before the holders of shares of common stock received any payment. See also Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities for more information about our common stock, and Business—Financing—Equity Issuance for more information about our common stock and preferred stock.
Unlike other GSEs such as other FCS institutions and the Federal Home Loan Banks, we are not structured as a cooperative owned exclusively by member institutions and established to provide services exclusively to its members. Rather, as a publicly-traded corporation, we have a broader base of stockholders, including those who do not directly participate in our secondary market. We therefore seek to fulfill our mission of serving the financing needs of rural America in a way that is consistent with providing a return on the investment of our stockholders.
We generally require financial institutions to own a requisite amount of our common stock, based on the size and type of institution, in order to sell Agricultural Finance mortgage loans to us. As a result of this requirement, coupled with the ability of holders of Class A and Class B voting common stock to elect two-thirds of our board of directors, we regularly conduct business with "related parties," including institutions that own large amounts of our voting common stock. We have adopted a Code of Business Conduct and Ethics and related corporate policies that govern any conflicts of interest that may arise in these transactions. We also require that any transactions with related parties be conducted in the ordinary course of business, with terms and conditions comparable to those available to any other unrelated counterparty. For more information, see MD&A—Results of Operations—Related Party Transactions and Note 3—Related Party Transactions to the consolidated financial statements.
HUMAN CAPITAL
As of December 31, 2025, we employed 212 people, with 28 new employees hired during the year resulting in a net increase of 21 employees (11%) compared to year-end 2024. We primarily employ full-time employees to meet our business needs as we grow and evolve while supplementing human capital needs with part-time employees (including interns), independent contractors, and consultants as needed.
We have experienced a geographic evolution in our workforce since 2020 and now employ personnel in 29 states and the District of Columbia. As of December 31, 2025, 103 full-time employees were located in the Washington, D.C. area, 33 full-time employees were located in the Johnston, Iowa area, and 76 full-time employees worked on a fully remote basis in other parts of the United States.
Workplace Culture
We remain committed to optimizing how and where people work. Our flexible office space and "Presence With Purpose" hybrid model have enhanced employee engagement. Our innovative office and hybrid work approach, which are grounded in the three core principles of community, collaboration, and communication, empowers managers and leaders to consider their unique team circumstances and determine an appropriate cadence for purposeful in-person presence. We view this as an advantage in attracting and retaining top talent. Our weekly "Collaboration Tuesday" serves as a foundation for fostering meaningful connections within the workplace. This has allowed leadership to leverage the collaborative benefits that cannot be fully replicated remotely while still being flexible with the unique
15
needs of each team and employee. To ensure continuity in regular communication, we have continued to reinforce employees' access to secure digital meeting platforms, and our senior executive team has continued to lead regular meetings of all employees to share pertinent information on our business and operations and to provide a forum for discussing issues. In 2025, we were awarded the USA Today Top Workplaces national award and Top Workplaces industry award in financial services. We also received eight Top Workplaces Cultural Excellence awards in 2025 in categories of Employee Appreciation, Employee Wellbeing, Professional Development, Leadership, Innovation, Compensation & Benefits, Work Life Flexibility, and Purpose & Values.
Compensation & Benefits
As a financial services organization, we must attract and retain a highly skilled workforce in a competitive employment environment. We use traditional methods to attract and retain talent, such as competitive salaries and benefits that include:
•a robust paid time off program;
•an "equity for all" program in which all employees are eligible to receive annual grants of equity-based compensation;
•a group health plan with all premiums paid by Farmer Mac;
•a 401(k) plan that provides for both voluntary employee contributions and employer contributions;
•a self-funded short-term disability benefit that provides varying percentages of base salary payments through the time of eligibility for long-term disability insurance coverage;
•group term life insurance and long-term disability insurance with all premiums paid by Farmer Mac;
•pre-tax dependent care reimbursement;
•partially-funded health savings accounts;
•access to group rates for legal services insurance, additional life and disability insurance, and pet insurance; and
•professional and career development opportunities and programs.
Talent Acquisition and Development
We are committed to the professional and career development of all employees. "Farmer Mac LEARN" is our strategic learning and development program that is designed to provide a comprehensive suite of learning and development services to maximize the learning effectiveness in the business. Farmer Mac LEARN is deployed in a blended learning fashion and is structured around six strategic LEARN Academies to enable effective learning and career development. The LEARN Academies include:
•New Hire Academy
•Skills Academy
•Leadership Academy
•Business Academy
•Ethics & Compliance Academy
•IT and Cybersecurity Academy
Each Academy is structured around learning paths aligned to each employee’s professional level, role, and career trajectory. We continue to invest in digital learning platforms to support the learning needs of the employees and business, while also leveraging internal subject matter expertise to elevate learning
16
offerings. We also continue to offer an education assistance plan for employees with at least one year of full-time employment.
As part of our workforce strategy, we have deployed an early career strategy to further establish a talent pipeline for the future. The early career strategy includes a robust internship program and the Farmer Mac Associate program. These early career talent pipelines are developed through partnership with academic institutions, community organizations, and business partners. We also place strategic focus on succession planning. Detailed succession plans are crafted in partnership with key leaders in the business to identify and develop high potential leaders to promote career readiness for expanded responsibilities and roles in Farmer Mac.
We experienced a 3.9% turnover rate in 2025 compared to 6.8% in 2024.
Code of Business Conduct and Ethics
Our onboarding program includes a mandatory compliance session for every new hire and contract consultant within their first week. All employees also take annual training on and recertification of Farmer Mac's Code of Business Conduct and Ethics, which encompasses the following core principles: (1) promoting a safe workplace and a respectful and inclusive culture, (2) conducting business lawfully, fairly, and objectively, (3) communicating responsibly and protecting information, (4) conducting business diligently and being a good corporate citizen, and (5) how to report actual or suspected misconduct. Our Code of Business Conduct and Ethics is available at www.farmermac.com and is not incorporated by reference into this report.
AVAILABLE INFORMATION
We make available free of charge, through the "Investors" section of our internet website at www.farmermac.com, copies of materials it files with, or furnishes to, the SEC, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and any amendments to those filings, as soon as reasonably practicable after electronically filing those materials with, or furnishing those materials to, the SEC. All references to www.farmermac.com in this report are inactive textual references only. The information contained on our website is not incorporated by reference into this report.
FINANCING
Debt Issuance
Our Charter authorizes us to issue debt obligations to purchase Eligible Loans and securities, USDA Securities, and to maintain reasonable amounts of liquid investments to maintain an adequate supply of liquidity. We fund our purchases of eligible program assets and liquidity investment assets primarily by issuing debt obligations of various maturities in the public capital markets. We also issue debt obligations to finance our obligations under guarantees and LTSPCs. Our debt obligations include discount notes and medium-term notes, including callable medium-term notes, all of which are unsecured general obligations. Discount notes have original maturities of 1 year or less. Medium-term notes generally have maturities of 0.5 years to 25.0 years.
17
The interest and principal on our debt obligations are not guaranteed by, and do not constitute debts or obligations of, FCA, the United States, or any agency or instrumentality of the United States other than Farmer Mac. We are an institution of the FCS but is not liable for any debt or obligation of any other institution of the FCS. Likewise, neither the FCS nor any other individual institution of the FCS is liable for any of our debt or obligations, or that of our subsidiaries. Income to the purchaser of our discount notes or medium-term notes is not exempt from federal, state, or local taxation. Our discount notes and medium-term notes are not currently rated by a nationally-recognized statistical rating organization ("NRSRO").
We invest the proceeds of our debt issuances in eligible program asset purchases that include Eligible Loans, USDA guaranteed securities, and Farmer Mac Guaranteed Securities. We also invest the proceeds of our debt issuances in liquidity investment assets in accordance with policies established by our board of directors that comply with with our Liquidity and Investment Regulations. Our regular debt issuance supports our access to the capital markets, and our liquidity investment assets provide an alternative source of funds should market conditions be unfavorable.
For more information about the Liquidity and Investment Regulations, see MD&A—Liquidity and Capital Resources. For more information about our outstanding investments and indebtedness, see Note 4—Investment Securities and Note 6—Notes Payable to the consolidated financial statements.
Equity Issuance
Our Charter authorizes us to issue voting common stock, non-voting common stock, and non-voting preferred stock. We may obtain additional capital from future issuances of common stock and preferred stock.
Common Stock
Only banks, other financial entities, insurance companies, and institutions of the FCS may hold voting common stock. No holder of Class A voting common stock may directly or indirectly be a beneficial owner of more than 33% of the outstanding shares of Class A voting common stock. There are no restrictions on the maximum number or percentage of outstanding shares of Class B voting common stock that may be held by an eligible stockholder. No ownership restrictions apply to Class C non-voting common stock, and those securities are freely transferable.
As of December 31, 2025, the following shares of common stock were outstanding:
•1,030,780 shares of Class A voting common stock;
•500,301 shares of Class B voting common stock; and
•9,325,556 shares of Class C non-voting common stock.
18
The following table presents the dividends declared on our common stock during and after 2025:
| Date Dividend Declared | Per Share Amount | For Holders Of Record As Of | Date Paid | |||
|---|---|---|---|---|---|---|
| February 20, 2025 | $1.50 | March 14, 2025 | March 31, 2025 | |||
| May 14, 2025 | $1.50 | June 16, 2025 | June 30, 2025 | |||
| August 14, 2025 | $1.50 | September 15, 2025 | September 30, 2025 | |||
| November 5, 2025 | $1.50 | December 15, 2025 | December 31, 2025 | |||
| February 18, 2026 | $1.60 | March 16, 2026 | * |
* The dividend declared on February 18, 2026 is scheduled to be paid on March 31, 2026.
Our ability to declare and pay common stock dividends could be restricted if we fail to comply with applicable capital requirements. See Note 8—Equity to the consolidated financial statements and Business—Government Regulation of Farmer Mac—Capital Standards.
Except for the period from March 16, 2020 to March 10, 2021, we have had a common stock repurchase program in place since third quarter 2015. On August 5, 2025, our board of directors revised the terms of the program to increase the total authorized amount of repurchases from the then-remaining $9.8 million to $50.0 million, and to extend the expiration date of the program to August 5, 2027.
During 2025, we repurchased 78,481 shares of Class C non-voting common stock at a cost of approximately $12.9 million under the amended repurchase program. As of December 31, 2025, we had repurchased approximately 751,000 shares of Class C non-voting common stock at a cost of approximately $32.7 million under the share repurchase program since its inception in 2015. As of December 31, 2025, $37.1 million remains available for repurchase under the program.
Preferred Stock
No ownership restrictions apply to any of our preferred stock, and those securities are freely transferable.
As of December 31, 2025, the following shares of Farmer Mac preferred stock were outstanding (collectively, the "Outstanding Preferred Stock") :
•4,000,000 shares of Series D Preferred Stock, all of which were issued in May 2019;
•3,180,000 shares of Series E Preferred Stock, all of which were issued in May 2020;
•4,800,000 shares of Series F Preferred Stock, all of which were issued in August 2020;
•5,000,000 shares of Series G Preferred Stock, all of which were issued in May 2021; and
•4,000,000 shares of Series H Preferred Stock, all of which were issued in August 2025.
The Outstanding Preferred Stock is considered Tier 1 capital for Farmer Mac.
See Note 8—Equity to the consolidated financial statements for more information about Outstanding Preferred Stock. For more information on our capital requirements, see "Business—Government Regulation of Farmer Mac—Capital Standards."
19
FARMER MAC'S AUTHORITY TO BORROW FROM THE U.S. TREASURY
We are authorized to borrow up to $1.5 billion from the U.S. Treasury through the issuance of debt obligations to the U.S. Treasury. Any funds borrowed from the U.S. Treasury may be used solely to fulfill our guarantee obligations. Our Charter provides that the U.S. Treasury is required to purchase debt obligations up to the authorized limit if we certify that:
•a portion of the guarantee fees we assess have been set aside as a reserve against losses arising out of our guarantee activities in an amount determined by our board of directors to be necessary and such reserve has been exhausted (that amount was $145.9 million as of December 31, 2025); and
•the proceeds of the purchase of such obligations are needed to fulfill our guarantee obligations.
We calculate the statutorily required reserve amount against losses arising from our guarantee activities based on the credit risk component of guarantee fees received on all securities we guarantee, including AgVantage securities. This amount does not represent expected credit losses and does not directly relate to either the allowance for loan losses or the reserve for losses in our consolidated balance sheets.
Any debt obligations we issue under this authority would bear interest at a rate determined by the U.S. Treasury, taking into consideration the average rate on outstanding marketable obligations of the United States as of the last day of the last calendar month ending before the date of the purchase of the obligations from Farmer Mac. We would be required to repurchase any of our debt obligations held by the U.S. Treasury within a "reasonable time." As of December 31, 2025, we have not used this borrowing authority and do not expect to use this borrowing authority in the future.
The United States government does not guarantee payments due on securities we guarantee, funds invested in our equity or debt securities, any dividend payments on shares of our stock, or our profitability.
20
GOVERNMENT REGULATION OF FARMER MAC
General
We were created by federal statute in 1988 in the aftermath of the collapse of the agricultural credit delivery system. Our primary committees of jurisdiction in Congress—the Committee on Agriculture of the U.S. House of Representatives and the U.S. Senate Committee on Agriculture, Nutrition and Forestry—added requirements that had not been included in any of the other statutes establishing other GSEs. Unlike the other existing GSEs at the time, we are required to be regulated by an independent regulator, FCA, which has the authority to regulate our safety and soundness. The statute creating Farmer Mac expressly required that eligible Farm & Ranch loans meet minimum credit and appraisal standards that represent sound loans to profitable businesses.
Our Charter does not contain a specific federal securities law exemption, which has the effect of requiring us to comply with the periodic reporting requirements of the SEC applicable to publicly-traded corporations, including filing annual and quarterly reports on our financial status and current reports about significant developments. Our Charter also requires offerings of guaranteed securities backed by Eligible Loans to be registered under the Securities Act of 1933 and related regulations (collectively, "Securities Act"), unless an exemption for an offering is available that is not based on our status as an instrumentality of the United States.
Since our creation, Congress has amended our Charter five times:
•in 1990 to authorize us to purchase, and guarantee securities backed by, USDA Securities;
•in 1991 to clarify our authority to purchase our own guaranteed securities, establish the Office of Secondary Market Oversight ("OSMO") as our financial regulator, and set our minimum regulatory capital requirements;
•in 1996 to remove certain barriers to and restrictions on our operations to be more competitive (e.g., allowing us to buy loans directly from lenders and issue guaranteed securities representing 100% of the principal of the purchased loans and modifying capital requirements);
•in 2008 to authorize us to purchase, and guarantee securities backed by, loans or interests in loans by lenders organized as cooperatives to borrowers to finance electrification and telecommunications systems in rural areas; and
•in 2018 to expand the acreage exception to agricultural mortgage loan amount limitation from 1,000 acres to 2,000 acres, subject to FCA's feasibility assessment (which was completed in June 2019), and to repeal obsolete provisions and make technical corrections.
Office of Secondary Market Oversight (OSMO)
As an institution of the FCS, we (including our subsidiaries) are subject to the regulatory authority of FCA. Our Charter assigns to FCA, acting through OSMO within FCA, the responsibility for our examination and the general supervision of the safe and sound performance of the powers, functions, and duties vested in us by the Charter. The Charter also authorizes FCA, acting through OSMO, to apply its general enforcement powers to us. We (including our subsidiaries) are the only entity regulated by OSMO, which was created as a separate office in recognition of the different role that we play in providing a secondary market, as compared to the roles of other FCS institutions as primary lenders. The Director of OSMO is selected by and reports to the FCA board.
21
Our Charter requires an annual examination of our financial transactions and authorizes FCA to assess us for the cost of FCA's regulatory activities, including the cost of any examination. Each year, OSMO conducts an examination to evaluate our safety and soundness, compliance with applicable laws and regulations, and mission achievement. The examination includes a review of our capital adequacy, asset quality, management performance, earnings, liquidity, and sensitivity to interest rate risk. OSMO may also conduct additional oversight and examination activities unrelated to its annual examination at any other time it determines necessary. We are also required to file quarterly reports of condition with FCA.
Capital Standards
General Requirements. Our Charter establishes three capital standards:
•Statutory minimum capital requirement. Our minimum capital level is an amount of core capital (stockholders' equity less accumulated other comprehensive income) equal to the sum of 2.75% of our aggregate on-balance sheet assets, as calculated for regulatory purposes, plus 0.75% of our aggregate off-balance sheet obligations, specifically including:
◦the unpaid principal balance of outstanding loan-backed securities guaranteed by us;
◦instruments issued or guaranteed by us that are substantially equivalent to our guaranteed securities, including LTSPCs; and
◦our other off-balance sheet obligations.
•Statutory critical capital requirement. Our critical capital level is an amount of core capital equal to 50% of the total minimum capital requirement at that time.
•Risk-based capital. The Charter directs FCA to establish a risk-based capital stress test for us, using specified stress-test parameters.
We must comply with the higher of the minimum capital requirement and the risk-based capital requirement.
The risk-based capital stress test promulgated by FCA is intended to determine the amount of regulatory capital (core capital plus the allowance for losses) that we would need to maintain positive capital during a ten-year period in which:
•annual losses occur at a rate of default and severity "reasonably related" to the rates of the highest sequential two years in a limited U.S. geographic area; and
•interest rates are shocked by the lesser of 600 basis points or 50% of the ten-year U.S. Treasury rate, and interest rates remain at such level for the remainder of the period.
The risk-based capital stress test then adds an additional 30% to the resulting capital requirement for management and operational risk. Our risk-based capital requirement as of December 31, 2025 was $201.3 million, and our regulatory capital of $1.7 billion exceeded that amount by approximately $1.5 billion. See MD&A—Liquidity and Capital Resources—Capital Requirements for our current regulatory capital position.
22
Enforcement Levels. Our Charter directs FCA to classify us within one of four enforcement levels to determine compliance with the capital standards established by our Charter. As of December 31, 2025, we were classified as within level I – the highest compliance level.
Failure to comply with the applicable required capital level in the Charter would result in a classification within level II (below the applicable risk-based capital level, but above the minimum capital level), level III (below the minimum capital level, but above the critical capital level) or level IV (below the critical capital level). If we were classified as within level II, III or IV, our Charter requires the Director of OSMO to take specified mandatory supervisory measures and provides the Director with discretionary authority to take various optional supervisory measures depending on the level in which we are classified. The mandatory measures applicable to level II and level III include:
•requiring us to submit and comply with a capital restoration plan;
•prohibiting the payment of dividends if the payment would result in reclassification to a lower level and requiring the pre-approval of any dividend payment even if the payment would not result in reclassification to level IV; and
•reclassifying us as within one level lower if we do not submit a capital restoration plan that is approved by the Director, or the Director determines that we have failed to make, in good faith, reasonable efforts to comply with such a plan and fulfill the schedule for the plan approved by the Director.
If we were classified within level III, then, in addition to the mandatory supervisory measures described above, the Director of OSMO could take any of the following discretionary supervisory measures:
•imposing limits on any increase in, or ordering the reduction of, any of our obligations, including off-balance sheet obligations;
•limiting or prohibiting asset growth or requiring the reduction of assets;
•requiring the acquisition of new capital in an amount sufficient to provide for reclassification as within a higher level;
•terminating, reducing, or modifying any activity the Director determines creates excessive risk; or
•appointing a conservator or a receiver for us.
Our Charter does not specify any supervisory measures, either mandatory or discretionary, to be taken by the Director if we were classified as within level IV.
The Director of OSMO has the discretionary authority to reclassify us to a level that is one level below its then current level (for example, from level I to level II) if the Director determines that we are engaging in any action not approved by the Director that could result in a rapid depletion of core capital or if the value of property subject to mortgages backing our guaranteed securities has decreased significantly.
Capital Adequacy Requirements. Under FCA's rule on capital planning, we must develop and submit to OSMO for approval annually a plan for capital that considers the sources and uses of our capital, addresses capital projections under stress scenarios, assesses our overall capital adequacy, and incorporates a board-approved policy on capital adequacy. In accordance with this regulation, our board of directors oversees a policy that requires us to maintain an adequate level of"Tier 1" capital, consisting of retained earnings, paid-in-capital, common stock, qualifying preferred stock, and accumulated other comprehensive income allocable to "non-program" investments that are not included in the Agricultural Finance and Infrastructure Finance lines of business. Under this policy, we must maintain at all times a
23
Tier 1 capital ratio of at least 7.0% of risk-weighted assets, calculated using an advanced internal ratings based asset risk weighting regime that is consistent with current Basel-based principles.
The policy also requires that we maintain a "capital conservation buffer" of additional Tier 1 capital of more than 2.5% of risk-weighted assets. If the capital conservation buffer drops to various levels at or below 2.5%, as shown in the table below, the policy requires us to restrict distributions of current quarter Tier 1-eligible dividends and any discretionary bonus payments to an amount not to exceed the corresponding payout percentage specified in the table below, which represents the percentage of the cumulative core earnings for the four quarters immediately preceding the distribution date:
| Capital Conservation Buffer | Payout Percentage |
|---|---|
| (percentage of risk-weighted assets) | (percentage of four quarters' accumulated core earnings) |
| greater than 2.5% | No limitation |
| greater than 1.875% to and including 2.5% | 60% |
| greater than 1.25% to and including 1.875% | 40% |
| greater than 0.625% to and including 1.25% | 20% |
| equal to or less than 0.625% | 0% (no payout permitted) |
Distribution restrictions would apply as long as the Tier 1 capital conservation buffer remains at or below 2.5%, and our board of directors may consider other factors, such as earnings presented in accordance with generally accepted accounting principles in the United States ("GAAP") and other regulatory requirements, in determining whether to restrict capital distributions, including dividends and bonus payments.
As of December 31, 2025, our Tier 1 capital ratio was 13.3%. The calculation of our Tier 1 capital ratio does not include certain interest rate risk components of the risk weighting of assets, which reflects the fact that we pursue an approach to funding our assets with liabilities of similar duration and convexity characteristics and therefore does not bear material interest rate risk in our portfolio. See MD&A—Liquidity and Capital Resources—Capital Requirements for more information on our Tier 1 capital ratio.
Liquidity Requirements
Liquidity Reserve Requirement and Supplemental Liquidity. Farmer Mac's Liquidity and Investment Regulations require that we maintain at all times a liquidity reserve sufficient to fund at least 90 days of the principal portion of maturing obligations and other borrowings. We may also maintain supplemental liquidity to fund obligations and borrowings maturing after 90 days. The investments we hold as liquidity reserve and as supplemental liquidity must consist of unencumbered and readily marketable assets that are diversified in accordance with categories prescribed by FCA, including limitations on asset class, dollar amount, issuer concentration, and credit quality. We must report, in writing, to OSMO no later than the next business day following the discovery of any breach of our minimum liquidity reserve requirement.
Liquidity Management. Under the Liquidity and Investment Regulations, we must develop and approve annually a liquidity policy that outlines our purpose and objectives for liquidity reserves, diversification requirements for liquidity reserves, target liquidity levels, maximum investment amounts as a percentage of our program assets, exception parameters (and approval requirements), delegations of investment authority, and reporting requirements to our board of directors and to OSMO. The regulations also require
24
development of a liability maturity management plan and a contingency funding plan, each of which must be reviewed and approved annually by our board of directors.