•Class A voting common stock, which may be held only by banks, insurance companies, and other financial institutions or similar entities that are not institutions of the Farm Credit System. By federal statute, 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.

During 2020, 2019, and 2018, Farmer Mac paid a quarterly dividend of $0.80, $0.70, and $0.58 per share on all classes of its common stock. Farmer Mac's ability to declare and pay dividends on its common stock could be restricted if it fails to comply with applicable capital requirements.

Farmer Mac's board of directors approved a share repurchase program during third quarter 2015 authorizing Farmer Mac to repurchase up to $25.0 million of its outstanding Class C non-voting common stock. The share repurchase program, last modified on March 14, 2019, authorized Farmer Mac to repurchase up to $10.0 million of Farmer Mac's outstanding Class C non-voting common stock. During first quarter 2020, Farmer Mac repurchased approximately 4,000 shares of Class C non-voting common stock at a cost of approximately $0.2 million. Shortly after these repurchases were completed, Farmer Mac indefinitely suspended its share repurchase program in an effort to preserve capital and liquidity in view of market volatility and uncertainty caused by the COVID-19 pandemic. As of December 31, 2020, Farmer Mac had repurchased approximately 673,000 shares of Class C non-voting common stock at a cost of approximately $19.8 million under the share repurchase program since 2015. The program expires at the end of March 2021.

On August 20, 2020, Farmer Mac issued 4.8 million shares of 5.250% Non-Cumulative Preferred Stock, Series F ("Series F Preferred Stock"), which has a par value and liquidation preference of $25.00 per share, or $120.0 million aggregate outstanding. Farmer Mac incurred direct costs of $3.8 million related to the issuance of the Series F Preferred Stock. The dividend rate on the Series F Preferred Stock will remain at a non-cumulative, fixed rate of 5.250% per year, when, as, and if a dividend is declared by the Board of Directors of Farmer Mac, for so long as the Series F Preferred Stock remains outstanding. The Series F Preferred Stock has no maturity date, but Farmer Mac has the option to redeem the Series F Preferred Stock at any time on any dividend payment date on and after October 17, 2025.

On September 19, 2020, Farmer Mac used part of the net proceeds from the sale of the Series F Preferred Stock to redeem and repurchase all $60.0 million aggregate outstanding of Farmer Mac's 5.875% Non-Cumulative Preferred Stock, Series A ("Series A Preferred Stock"), plus any declared and unpaid dividends through and including the redemption date. As a result of the retirement of the Series A

In May 2020, Farmer Mac issued 3.18 million shares of 5.750% Non-Cumulative Preferred Stock, Series E ("Series E Preferred Stock"), which has a par value and liquidation preference of $25.00 per share, or $79.5 million aggregate outstanding. Farmer Mac incurred direct costs of $2.5 million related to the issuance of the Series E Preferred Stock. The dividend rate on the Series E Preferred Stock will remain at a non-cumulative, fixed rate of 5.750% per year, when, as, and if a dividend is declared by the Board of Directors of Farmer Mac, for so long as the Series E Preferred Stock remains outstanding. The Series E Preferred Stock has no maturity date, but Farmer Mac has the option to redeem the preferred stock at any time on any dividend payment date on and after July 17, 2025.

The following table presents the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, and the Series F Preferred Stock (collectively referred to as the "Outstanding Preferred Stock") as of December 31, 2020:



Name	Issuance Date	Issuance Cost		Shares Issued	Annual Dividend Rate(3)		Liquidation Value		Redemption Date(4)
Series C(1)	June 20, 2014	$	1,618,583	3,000,000	6.000	%	$	25.00	July 18, 2024
Series D(2)	May 13, 2019	$	3,340,456	4,000,000	5.700	%	$	25.00	July 17, 2024
Series E	May 20, 2020	$	2,496,750	3,180,000	5.750	%	$	25.00	July 17, 2025
Series F	August 20, 2020	$	3,839,902	4,800,000	5.250	%	$	25.00	October 17, 2025

(1)The Series C Preferred Stock pays an annual dividend rate of 6.000% from the date of issuance to and including the quarterly payment date occurring on July 17, 2024, and thereafter, at a floating rate equal to three-month LIBOR plus 3.26%.

(3)Dividends on all series of Outstanding Preferred Stock are non-cumulative, which means that if Farmer Mac's board of directors has not declared a dividend before the applicable dividend payment date for any dividend period, such dividend will not be paid or cumulate, and Farmer Mac will have no obligation to pay dividends for such dividend period, whether or not dividends on any series of Outstanding Preferred Stock are declared for any future dividend period.


	2020
	1st Quarter		2nd Quarter(1)		3rd Quarter(2)(3)		4th Quarter
5.875% Non-Cumulative Preferred Stock, Series A	$	0.3672	$	0.3672	$	0.2530	$	—
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C	0.3750		0.3750		0.3750		0.3750
5.700% Non-Cumulative Preferred Stock, Series D	0.3563		0.3563		0.3563		0.3563
5.750% Non-Cumulative Preferred Stock, Series E	—		0.2276		0.3594		0.3594
5.250% Non-Cumulative Preferred Stock, Series F	—		—		0.2078		0.3281


	2019
	1st Quarter		2nd Quarter(1)(2)		3rd Quarter		4th Quarter
5.875% Non-Cumulative Preferred Stock, Series A	$	0.3672	$	0.3672	$	0.3672	$	0.3672
6.875% Non-Cumulative Preferred Stock, Series B	0.4297		0.2626		—		—
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C	0.3750		0.3750		0.3750		0.3750
5.700% Non-Cumulative Preferred Stock, Series D	—		0.2533		0.3563		0.3563


	2018
	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
5.875% Non-Cumulative Preferred Stock, Series A	$	0.3672	$	0.3672	$	0.3672	$	0.3672
6.875% Non-Cumulative Preferred Stock, Series B	0.4297		0.4297		0.4297		0.4297
6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C	0.3750		0.3750		0.3750		0.3750

Farmer Mac's Amended and Restated 2008 Omnibus Incentive Compensation Plan authorizes the grant of restricted stock and SARs, among other alternative forms of equity-based compensation, to Farmer Mac's directors, officers, and employees. SARs awarded to officers and employees vest annually in thirds. Farmer Mac has not granted SARs to directors since 2008. If not exercised or cancelled earlier due to the termination of employment, SARs granted to officers or employees expire after 10 years from the grant date. For all SARs granted, the exercise price is equal to the closing price of Farmer Mac's Class C non-voting common stock on the date of grant. SARs granted during 2020 have an exercise price ranging from $72.26 to $75.16 per share, SARs granted during 2019 have an exercise price of $82.76 per share, and SARs granted during 2018 have an exercise price of $86.15 per share. During 2020, 2019, and 2018, restricted stock awards were granted to employees, officers, and directors with vesting periods of one to three years.


	For the Years Ended December 31,
	2020			2019			2018
	SARs	Weighted- Average Exercise Price		SARs	Weighted- Average Exercise Price		SARs	Weighted- Average Exercise Price
Outstanding, beginning of year	98,836	$	46.47	124,960	$	38.38	163,272	$	32.95
Granted	34,881	74.80		24,582	82.76		10,122	86.15
Exercised	(15,912)	26.93		(40,851)	35.61		(48,434)	30.06
Canceled	(1,388)	86.15		(9,855)	79.45		—	—
Outstanding, end of year	116,417	57.16		98,836	46.47		124,960	38.38
Exercisable at end of year	66,602	42.08		72,696	34.07		95,675	31.41

	For the Years Ended December 31,
	2020			2019			2018
	Non-vested Restricted Stock	Weighted- Average Grant Date Fair Value		Non-vested Restricted Stock	Weighted- Average Grant Date Fair Value		Non-vested Restricted Stock	Weighted- Average Grant Date Fair Value
Outstanding, beginning of year	62,597	$	75.81	80,153	$	60.98	95,015	$	44.39
Granted	53,471	66.02		41,735	80.51		32,070	84.03
Canceled	(4,042)	69.66		(17,054)	74.97		(1,098)	86.15
Vested and issued	(28,070)	70.13		(42,237)	52.65		(45,834)	42.12
Outstanding, end of year	83,956	71.76		62,597	75.81		80,153	60.98

The cancellations of SARs and non-vested restricted stock during 2020, 2019, and 2018 were due to unvested awards terminating in accordance with the provisions of the applicable equity compensation plans or award agreements upon directors' or employees' departures from Farmer Mac.

Cash is not received from exercises of SARs or the vesting and issuance of restricted stock. During 2020, 2019, and 2018, the reduction of income taxes payable as a result of the deduction for the exercise of SARs and the vesting or accelerated tax elections of restricted stock was $0.5 million, $1.0 million, and $1.5 million, respectively. During 2020 and 2019, Farmer Mac recognized $8,900 and $0.4 million, respectively, of tax benefits recognized in income tax expense associated with stock compensation activity.


SARs:
	Outstanding		Exercisable		Vested or Expected to Vest
Range of Exercise Prices	SARs	Weighted- Average Remaining Contractual Life	SARs	Weighted- Average Remaining Contractual Life	SARs	Weighted- Average Remaining Contractual Life
$10.00 - $24.99	9,000	1.1 years	9,000	1.1 years	9,000	1.1 years
25.00 - 39.99	40,537	3.7 years	40,537	3.7 years	40,537	3.7 years
40.00 - 54.99	—	0.0 years	—	0.0 years	—	0.0 years
55.00 - 69.99	6,619	6.3 years	6,619	6.3 years	6,619	6.3 years
70.00 - 84.99	54,303	8.9 years	6,474	8.3 years	54,303	8.9 years
85.00 - 99.99	5,958	7.3 years	3,972	7.3 years	5,958	7.3 years
	116,417		66,602		116,417

Non-vested Restricted Stock:
	Outstanding		Expected to Vest
Weighted- Average Grant-Date Fair Value	Non-vested Restricted Stock	Weighted-Average Remaining Contractual Life	Non-vested Restricted Stock	Weighted-Average Remaining Contractual Life
$35.00 - $49.99	—	0.0 years	—	0.0 years
50.00 - 64.99	19,622	2.2 years	19,622	2.2 years
65.00 - 79.99	43,804	1.4 years	43,804	1.4 years
80.00 - 94.99	20,530	0.8 years	20,530	0.8 years
	83,956		83,956

As of December 31, 2020 and 2019, the intrinsic value of SARs, and non-vested restricted stock outstanding, exercisable, and vested or expected to vest was $8.5 million and $8.9 million, respectively. During 2020, 2019, and 2018, the total intrinsic value of SARs exercised was $0.7 million, $1.9 million, and $3.0 million, respectively. As of December 31, 2020, there was $2.4 million of total unrecognized compensation cost related to non-vested SARs and restricted stock awards. This cost is expected to be recognized over a weighted-average period of 1.8 years.

The weighted-average grant date fair values of SARs and restricted stock awards granted in 2020, 2019, and 2018 were $45.91, $58.27, and $69.38 per share, respectively. Under the fair value-based method of accounting for stock-based compensation cost, Farmer Mac recognized compensation expense of $4.1 million, $2.3 million, and $2.5 million during 2020, 2019, and 2018, respectively.

The risk-free interest rates used in the model were based on the U.S. Treasury yield curve in effect at the grant date. Farmer Mac used historical data to estimate the timing of option exercises and stock option cancellation rates used in the model. Expected volatilities were based on historical volatility of Farmer Mac's Class C non-voting common stock. The dividend yields were based on the expected dividends as a percentage of the value of Farmer Mac's Class C non-voting common stock on the grant date.

Because restricted stock awards will be issued upon vesting regardless of the stock price, expected stock volatility is not considered in determining grant date fair value. Restricted stock awards also accrue dividends which are paid at vesting. The weighted-average grant date fair value of the restricted stock awarded in 2020, 2019, and 2018 was $66.02, $80.51, and $84.03 per share, respectively, which is based on the closing price of the stock on the date granted.

Farmer Mac is required to comply with the higher of the minimum capital requirement and the risk-based capital requirement. As of both December 31, 2020 and December 31, 2019, the minimum capital requirement was greater than the risk-based capital requirement. Farmer Mac's ability to declare and pay dividends could be restricted if it fails to comply with applicable capital requirements.

As of December 31, 2020, Farmer Mac's minimum capital requirement was $680.9 million and its core capital level was $1.0 billion, which was $325.5 million above the minimum capital requirement as of that date. As of December 31, 2019, Farmer Mac's minimum capital requirement was $618.8 million and its core capital level was $815.4 million, which was $196.6 million above the minimum capital requirement as of that date.