What changed in this filing

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Item 9A. Controls and Procedures

2025-08-05 compared with 2024-08-01 · 339 added, 260 removed, 907 unchanged (40% of the section changed)

23 unchanged sentences

Changes in Internal Control Over Financial Reporting

During the three months ended August 31, 2024, we implemented a new loan accounting system and as part of the implementation made certain changes to our internal controls over accounting and financial reporting for our loans.

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15 unchanged sentences

Since Date Present

Anthony Norton (President of CFC)

Suggs (Vice President of CFC)

Brent McRae (Secretary-Treasurer of CFC)

Suggs (President of CFC)

Brent McRae (Vice President of CFC)

Shane Larson (Secretary-Treasurer of CFC)

Abel II 56 2022 2028

Bailey 81 2019 2025

John Bartley (2)

Donnie Bidegain

Jared Echternach 53 2021 2027

Darick Eisenbraun

Timothy Eldridge 67 2021 2027

Bruce Anthony Everhart

Dennis Fulk 72 2019 2025

Hampton 62 2019 2025

William Keith Hayward 60 2020 2026

Michael Heinen 61 2021 2027

Janorschke 59 2019 2025

Jeanette Ingrid Kessler (1)

Anthony Larson 51 2020 2026

Shane Larson 61 2022 2025

George Michael McDonald (2)

John Metcalf 60 2021 2027

Kendall Montgomery 60 2020 2025

Michael Partin (1)

Scott Peters (2)

Laura Phillips (2)

Jeffrey Allen Rehder 58 2020 2027

Martin (1)(4)

William Andrew Roberts (2)

James Taylor (2)

Darick Eisenbraun (5)

Dennis Fulk (3)

Janorschke (3)

Anthony Norton (3)

____________________________

2 unchanged sentences

(3) Director’s term ended on June 30, 2025.

(4) Director resigned from NRECA and CFC Board effective March 5, 2024.

(4) Director resigned from CFC board effective March 1, 2025.

(5) Director resigned from CFC board effective June 30, 2025.

Under CFC’s bylaws, the board of directors shall be composed of the following individuals:

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The at-large director who satisfies the requirements of an audit committee financial expert, is elected by the vote of all members.

All CFC directors, other than the two directors designated by NRECA, are elected for a three-year term and can serve a

maximum of two consecutive terms.

All CFC directors, other than the two directors designated by NRECA, are elected for a three-year term and can serve a maximum of two consecutive terms.

Each CFC member (other than associates) is entitled to one vote with respect to elections of directors in their districts.

On June 30, 2025, the membership approved amendments to CFC’s bylaws.

Pursuant to the amendments, the terms of the two directors designated by NRECA will expire in June 2027.

Two new at-large directors will be elected by the membership to replace them.

One new at-large director will be the chief executive officer, chief financial officer or other executive staff position of a Class B member, and the second new at-large director will be a director of a Class D member.

(b) Executive Officers

1 unchanged sentence

Office Since (1)

President and Director G.

Anthony Norton 72 2025 (2)

Vice President and Director Mark A.

Secretary-Treasurer and Director Brent McRae

President and Director Mark A.

Vice President and Director Brent McRae

Secretary-Treasurer and Director Shane Larson

Chief Executive Officer J.

8 unchanged sentences

Senior Vice President and Chief Operating Officer Gary Bradbury 54 2022

Senior Vice President, Relationship Management Jill Maison 59 2023

Senior Vice President and Chief Relationship Management Officer

Jill Maison 60 2023

Senior Vice President, Strategic Services

___________________________

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Following is biographical information about the business experience for each member of the CFC Board of Directors and executive officers.

Norton has served as a Director of Snapping Shoals Electric Membership Corporation in Covington, Georgia, since 1993.

Norton has also served as a Director at Georgia System Operations Corporation in Tucker, Georgia, since 2012.

Additionally, Mr.

Norton served as a Director of Georgia Electric Membership Corporation in Tucker, Georgia, from 2009 to 2021.

Norton owned and operated Conyers Pharmacy in Conyers, Georgia, from 1982 to 2018.

As a Director of Snapping Shoals Electric Membership Corporation, Mr.

Norton has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Norton has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Suggs has served as Executive Vice President and General Manager of Pitt & Greene Electric Membership Corporation in Farmville, North Carolina, since September 1983.

Suggs has served as a Director of North Carolina Electric

Membership Corporation in Raleigh, North Carolina, since 1984 and served as its president from 2015 to 2017.

Suggs has served as a Director of North Carolina Electric Membership Corporation in Raleigh, North Carolina, since 1984 and served as its president from 2015 to 2017.

He has also served as a Director of North Carolina Association of Electric Cooperatives in Raleigh, North Carolina, since 1984 and served as its president from 2010 to 2011.

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McRae has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Shane Larson has served as the CEO of Rock Energy Cooperative in Janesville, Wisconsin, since August 2000.

From 2013 to 2022, Mr.

Larson served as a Director of Federated Rural Electric Insurance Exchange in Shawnee, Kansas including as its chairman.

He has also served as a Director of Charge EV, LLC in Wisconsin since 2021 and as its Vice Chairman since 2021.

Larson served as an Officer of Wisconsin’s Managers’ Association from 2006 to 2008 and as its president in 2008.

He was also a board member of Empower Energy from 2003 until 2004.

As the CEO of Rock Energy Cooperative, Mr.

Larson has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Larson has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Abel has served as a Director of Sangre de Cristo Electric Association in Buena Vista, Colorado, since June 2015, has served in several officer positions since November 2015 and currently serves as Vice Chair of the board.

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Abel has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Anderson served as the General Manager of Cherryland Electric Cooperative in Grawn, Michigan, from March 2003 to April 2024.

Additionally, Mr.

Anderson has served as a Director of NRECA in Arlington, Virginia, since 2008 and has been its president since March 8, 2023.

He also served as Director of the Michigan Electric Cooperative Association in Lansing, Michigan, from 2003 to 2023.

As the general manager of Cherryland Electric Cooperative, Mr.

Anderson has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Anderson has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Bailey has served as a Director of Vermont Electric Cooperative in Johnson, Vermont, since 2004.

From 2006 to 2015, Mr.

Bailey served as board president of Vermont Electric Cooperative.

He has operated a real estate investment business since 2009.

As a Director of Vermont Electric Cooperative, Mr.

Bailey has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Bailey has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Bartley has been the CEO of Gulf Coast Electric Cooperative, Inc.

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of New Mexico, Mr.

Bidegain has acquired extensive experience with and knowledge of the rural electric

cooperative industry and, therefore, we believe Mr.

Bidegain has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Bidegain has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

7 unchanged sentences

Echternach has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Eisenbraun has been Chief Executive Officer of High Plains Power, Inc.

in Riverton, Wyoming, since 2021.

He also served as Chief Financial Officer of Butte Electric Cooperative, Inc.

in Newell, South Dakota, from 2015 to 2020.

Eisenbraun has also served as a Director of the City of Spearfish – Municipal Airport Board from 2018 to 2020, and as the Vice President of the City of Spearfish City Council from 2019 to 2020.

As the CEO of High Plains Power, Inc., Mr.

Eisenbraun has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Eisenbraun has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Eldridge has served as a Director of Fleming-Mason Energy Cooperative, Inc.

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Everhart has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Fulk has served as a Director of Platte-Clay Electric Cooperative in Kearney, Missouri, since 1993, including serving as board president from 2000 to 2015.

He served as a Director of NW Electric Power Cooperative from 2004 until April 2019, serving as board vice president from 2011 to April 2019.

Fulk also served as a Director of the Association of Missouri Electric Cooperatives from 2000 until 2015, serving as board president from 2010 to 2011.

As a Director of Platte-Clay Electric Cooperative, Mr.

Fulk has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Fulk has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Hampton currently serves as the President and CEO of Georgia Transmission Corporation in Tucker, Georgia, a position she began in January 2021.

She served as the Senior Vice President and CFO of the organization from 2005 until moving to the CEO role.

Hampton has been a Certified Public Accountant since 1990.

As President and CEO of Georgia Transmission Corporation, Mrs.

Hampton has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mrs.

Hampton has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

We believe Mrs.

Hampton’s experience with accounting principles, financial reporting rules and regulations and evaluating financial results makes her qualified to serve

as an audit committee financial expert as defined by Section 407 of the Sarbanes-Oxley Act of 2002 and as the chairperson of CFC’s Audit Committee.

Hayward has served as the General Manager and CEO of North East Mississippi Electric Power Association in Oxford, Mississippi, since February 2014.

10 unchanged sentences

Heinen has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Janorschke has been the General Manager at Homer Electric Association, Inc.

in Homer, Alaska, since 2004.

He has also been the General M of Alaska Electric and Energy Cooperative in Homer, Alaska, since 2004.

Janorschke has also served on the Board of Trustees of the Northwest Public Power Association in Vancouver, Washington, since 2014.

As the General Manager of Homer Electric Association, Inc., Mr.

Janorschke has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Janorschke has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Kessler has served as a Director of Lane Electric Cooperative, Inc.

in Eugene, Oregon since October 2014 and as a director of National Rural Electric Cooperative Association in Arlington, Virginia since March 2020.

Kessler is a retired Veterinarian and owned and operated an Emergency Veterinary Hospital from June 1995 until November 2019.

As a director of Lane Electric Cooperative, Inc., Dr.

Kessler has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Dr.

Kessler has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Anthony Larson has served as a Director of Slope Electric Cooperative, Inc.

in New England, North Dakota, since June 2010, and as a director of Upper Missouri Power Cooperative in Sidney, Montana, since April 2020.

Larson has served as an advisory board member of Dakotas America since September 2017, a Director of Innovative Energy Alliance since January 2019 and a Director of Maintenance Solutions Cooperative since January 2019, each of which provides services to electric cooperatives.

Larson has served as a director of Basin Electric Power Cooperative, Dakota Gasification Company, Dakota Coal Company, and Montana Limestone Company in Bismarck, North Dakota, since December 2024 and as an advisory board member of Dakotas America since September 2017.

In addition to being a self-employed rancher since 1986, Mr.

1 unchanged sentence

As a Director of Slope Electric Cooperative, Inc., Mr.

Larson has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Larson has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Shane Larson has served as the CEO of Rock Energy Cooperative in Janesville, Wisconsin, since August 2000.

From 2013 to 2022, Mr.

Larson served as a Director of Federated Rural Electric Insurance Exchange in Shawnee, Kansas including as its chairman.

He has also served as a Director of Charge EV, LLC in Wisconsin since 2021 and as its Vice Chairman since 2021.

Larson served as a Director of Wisconsin’s Managers’ Association from 2006 to 2008 and as its president in 2008.

He was also a board member of Empower Energy from 2003 until 2004.

As the CEO of Rock Energy Cooperative, Mr.

Larson has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Larson has acquired

extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Larson has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

McDonald has served as a Director of Washington Electric Membership Corporation in Sandersville, Georgia since 2008 and as the Secretary-Treasurer from 2010 until 2024 and has served as Chairman of the Board since 2024.

He has also served as a Director of Georgia Electric Membership Corporation in Tucker, Georgia since 2010 and as the Board Chair from 2020 to 2022.

McDonald has served as a Director of Georgia System Operations in Tucker, Georgia since 2013.

He has served on the Oglethorpe Power/Georgia Transmission/Georgia System Operations Advisory Board since 2013.

As a director of Washington Electric Membership Corporation Mr.

McDonald has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

McDonald has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Metcalf has been President and CEO of Mid-Ohio Energy Cooperative Inc.

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Partin has been the CEO of Sequachee Valley Electric Cooperative in South Pittsburg, Tennessee, since 1998.

Partin has also served as a Director of the NRECA Board of Directors, since 2019, and has served as NRECA Vice President since March 5, 2024.

Partin has also served as a Director of the NRECA Board of Directors, since 2019, its Vice President since 2024 and has served as NRECA President since March 5, 2025.

As the CEO of Sequachee Valley Electric Cooperative, Mr.

1 unchanged sentence

Partin has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Peters has been the CEO of Columbia Rural Electric Association in Walla Walla, Washington since 2008.

He has also served as a Director of Washington Rural Electric Cooperative Association in Olympia, Washington since 2018 and served two terms as its Board President, Mr.

Peters has served as a Director of Pioneer Utility Resources in Hillsboro, Oregon since 2018.

He has also served as a Director of Cooperative Response Center in Austin, Minnesota since 2019.

Peters has served as a Director of Pacific Northwest Generating Cooperative in Clackamas, Oregon since 2024.

As a CEO of Columbia Rural Electric Association Mr.

Peters has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Phillips has served as a Director of Delaware Electric Cooperative in Greenwood, Delaware since 2009 and served as its Secretary Treasurer.

She has been a Vice President of WSFS Bank in Wilmington, Delaware since 2014.

Since 1985 Mrs.

Phillips has also owned Phillips Signs in Seaford, Delaware.

As a Director of Delaware Electric Cooperative Mrs.

Phillips has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mrs.

Phillips has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Rehder has served as a Director of North West Rural Electric Cooperative in Orange City, Iowa, since 2005, and has served as its board president since 2012.

2 unchanged sentences

Since 2010, he has served as President of Rehder Farms Inc.

and Director of 3R Feedlots Inc.

of 3R Feedlots Inc.

in Hawarden, Iowa.

2 unchanged sentences

Rehder has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Felkel has been President and CEO of Edisto Electric Cooperative, Inc.

in Bamberg, South Carolina, since 1997.

He has been a trustee on the Board of Trustees of Central Electric Power Cooperative since 1997.

As the President and CEO of Edisto Electric Cooperative, Inc., Mr.

Felkel has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Felkel has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Martin has served as a Director of Mountain View Electric Association in Limon, Colorado, since 1988.

Martin has also served as a Director of the NRECA Board of Directors from 2014 to 2024.

As a Director of Mountain View Electric Association and NRECA, Mr.

Martin has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Martin has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Roberts has been the Vice President, Finance and CFO of Buckeye Power, Inc., in Columbus, Ohio since 2010.

He has also been the Vice President and Chief Financial Officer of Ohio Rural Electric Cooperative in Columbus, Ohio since 2010.

Roberts has served as the Director and Treasurer of Cardinal Operating Company in Columbus, Ohio since 2018.

As a Chief Financial Officer, Mr.

Roberts has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

We believe Mr.

Robert’s experience with accounting principles, financial reporting rules and regulations and evaluating financial results makes him qualified to serve as an audit committee financial expert as defined by Section 407 of the Sarbanes-Oxley Act of 2002.

Taylor has served as a Director of Northfork Electric Cooperative, Inc.

in Sayre, Oklahoma since 1986 and as its President since 1993.

He has also served as a Director of Oklahoma Association of Electric Cooperatives since 1998 and as its President from 2014 to 2015.

Taylor has owned Taylor Ranch in Cheyenne, Oklahoma since 1993.

As a Director of Northfork Electric Cooperative, Inc., Mr.

Taylor has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Taylor has the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Anderson served as the General Manager of Cherryland Electric Cooperative in Grawn, Michigan, from March 2003 to April 2024.

Additionally, Mr.

Anderson served as a Director of NRECA in Arlington, Virginia, from 2008 to March 2025 and served as its president from March 2023 to March 2025.

He also served as Director of the Michigan Electric Cooperative Association in Lansing, Michigan, from 2003 to 2023.

As the general manager of Cherryland Electric Cooperative, Mr.

Anderson has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Anderson had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Anderson resigned from the CFC board effective March 1, 2025.

Bailey has served as a Director of Vermont Electric Cooperative in Johnson, Vermont, since 2004.

From 2006 to 2015, Mr.

Bailey served as board president of Vermont Electric Cooperative.

He has operated a real estate investment business since 2009.

As a Director of Vermont Electric Cooperative, Mr.

Bailey has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Bailey had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Bailey’s director term on the CFC board ended on June 30, 2025.

Eisenbraun has been Chief Executive Officer of High Plains Power, Inc.

in Riverton, Wyoming, since 2021.

He also served as Chief Financial Officer of Butte Electric Cooperative, Inc.

in Newell, South Dakota, from 2015 to 2020.

Eisenbraun has also served as a Director of the City of Spearfish – Municipal Airport Board from 2018 to 2020, and as the Vice President of the City of Spearfish City Council from 2019 to 2020.

As the CEO of High Plains Power, Inc., Mr.

Eisenbraun has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Eisenbraun had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Eisenbraun resigned from the CFC board effective June 30, 2025.

Fulk has served as a Director of Platte-Clay Electric Cooperative in Kearney, Missouri, since 1993, including serving as board president from 2000 to 2015.

He served as a Director of NW Electric Power Cooperative from 2004 until April 2019, serving as board vice president from 2011 to April 2019.

Fulk also served as a Director of the Association of Missouri Electric Cooperatives from 2000 until 2015, serving as board president from 2010 to 2011.

As a Director of Platte-Clay Electric Cooperative, Mr.

Fulk has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Fulk had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Fulk’s director term on the CFC board ended on June 30, 2025.

Hampton currently serves as the President and CEO of Georgia Transmission Corporation in Tucker, Georgia, a position she began in January 2021.

She served as the Senior Vice President and CFO of the organization from 2005 until moving to the CEO role.

Hampton has been a Certified Public Accountant since 1990.

As President and CEO of Georgia Transmission Corporation, Mrs.

Hampton has acquired extensive experience with and knowledge of the rural

electric cooperative industry and, therefore, we believe Mrs.

Hampton had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

We believe Mrs.

Hampton’s experience with accounting principles, financial reporting rules and regulations and evaluating financial results made her qualified to serve as an audit committee financial expert as defined by Section 407 of the Sarbanes-Oxley Act of 2002 and as the chairperson of CFC’s Audit Committee.

Hampton’s director term on the CFC board ended on June 30, 2025.

Janorschke has been the General Manager at Homer Electric Association, Inc.

in Homer, Alaska, since 2004.

He has also been the General Manager of Alaska Electric and Energy Cooperative in Homer, Alaska, since 2004.

Janorschke has also served on the Board of Trustees of the Northwest Public Power Association in Vancouver, Washington, since 2014.

As the General Manager of Homer Electric Association, Inc., Mr.

Janorschke has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Janorschke had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Janorschke’s director term on the CFC board ended on June 30, 2025.

Norton has served as a Director of Snapping Shoals Electric Membership Corporation in Covington, Georgia, since 1993.

Norton has also served as a Director at Georgia System Operations Corporation in Tucker, Georgia, since 2012.

Additionally, Mr.

Norton served as a Director of Georgia Electric Membership Corporation in Tucker, Georgia, from 2009 to 2021.

Norton owned and operated Conyers Pharmacy in Conyers, Georgia, from 1982 to 2018.

As a Director of Snapping Shoals Electric Membership Corporation, Mr.

Norton has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr.

Norton had the qualifications, skills and experience necessary to act in the best interests of CFC and to serve as a director on the CFC board.

Norton’s director term on the CFC board ended on June 30, 2025.

Executive Officers

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Wang joined CFC in 2000.

During her tenure, Ms.

During her 24 year tenure, Ms.

Wang has held various positions within CFC’s finance department.

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Saleh first joined CFC in August 1997 in the Treasury and Finance Group.

He became the Director of Risk Management before leaving in November 2005 to pursue a career as Director of Asset-Liability Management at CapitalSource Inc., followed by an appointment as director and financial industry fellow at the Financial Industry Regulatory Authority in Washington, D.C., in October 2009.

He became the Director of Risk Management before leaving in November 2005 to pursue a career as Director of Asset-Liability Management at

CapitalSource Inc., followed by an appointment as director and financial industry fellow at the Financial Industry Regulatory Authority in Washington, D.C., in October 2009.

Saleh went abroad in December 2010 to focus on international banking examination, financial industry regulation and domestic and regional financial stability prior to returning to CFC in September 2016 as Vice President of Financial Risk Management.

1 unchanged sentence

Saleh was named Senior Vice President and Chief Risk Officer.

Bradbury joined CFC in May 2001.

He served as Vice President, Internal Audit until June 2021, when he became Senior Vice President, Corporate Services.

Effective August 1, 2022, Mr.

Bradbury was named Senior Vice President and Chief Operating Officer.

Prior to working at CFC, Mr.

Bradbury was an internal audit services manager at PricewaterhouseCoopers from June 1998 to May 2001.

Bradbury serves as Senior Vice President and Chief Operating Officer.

In this capacity since 2021, Mr.

Bradbury is responsible for overseeing Information Technology, Human Resources, Loan Servicing, Facilities and other corporate services.

Prior to his current role, Mr.

Bradbury served as Vice President of Internal Audit and Enterprise Risk Management from 2001 to 2021.

His earlier experience includes corporate auditing management roles at PricewaterhouseCoopers LLP and Stat Oil Energy.

Maison joined CFC in 2005 as an Associate Vice President.

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On January 3, 2023, she was promoted to Senior Vice President, Relationship Management.

Effective March 1, 2025, Mrs.

Maison was named Senior Vice President and Chief Relationship Management Officer.

Luongo joined CFC in 2002.

Throughout her career with CFC, Mrs.

Luongo has held various positions.

She served as an Associate Vice President, Member Services through 2010 and as Vice President, Portfolio Management from 2010 until November 2024, when she was promoted to Senior Vice President, Strategic Services.

(f) Involvement in Certain Legal Proceedings

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Our board of directors believes that it is appropriate for the full board of directors to nominate this director because of the position’s specific qualification requirements and the lack of any local district qualification requirement.

While we do not have a formal policy regarding diversity, the director guidelines we provide to each district nominating committee specify that a variety of perspectives, opinions and backgrounds is critical to the board’s ability to perform its

duties and various roles.

We recognize the value of having a board that encompasses a broad range of skills, expertise, industry knowledge and diversity of professional and personal experience.

1 unchanged sentence

Our Audit Committee currently consists of 12 directors:

Hampton (Chairperson), Mr.

Montgomery (Vice Chairperson), Mr.

Norton (Ex Officio), Mr.

Anderson, Mr.

Montgomery (Chairperson), Mr.

Roberts (Vice Chairperson), Mr.

Suggs (Ex Officio), Mr.

Eldridge, Mr.

McRae and Mr.

Hampton was designated by the board as an “audit committee financial expert” as defined by Section 407 of the Sarbanes-Oxley Act of 2002.

Anthony Larson, Mr.

Shane Larson, Dr.

Metcalf and Mr.

Roberts was designated by the board as an “audit committee financial expert” as defined by Section 407 of the Sarbanes-Oxley Act of 2002.

The members of the Audit Committee are “independent” as that term is defined in Rule 10A-3 under the Securities Exchange Act.

Among other things, the Audit Committee reviews our financial statements and the disclosure under “Item 7.

Among other things, the Audit Committee reviews our financial statements and the disclos ure under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K.

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Submitted by the Audit Committee:

Kendall Montgomery

Anthony Norton

William Andrew Roberts

Timothy Eldridge

William Keith Hayward

Michael Heinen

Anthony Larson

Jeanette Ingrid Kessler

The information in the Audit Committee Report above does not constitute “soliciting material” and will not be deemed “filed” with the SEC or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate SEC filings by references, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

3 unchanged sentences

Shane Larson, Mr.

Rehder and Mr.

The Compensation Committee of the board of directors reviews and makes

appropriate recommendations to the full board of directors regarding CFC’s total compensation philosophy and pay components, including, but not limited to, base and incentive pay programs.

The Compensation Committee is also responsible for approving the compensation, employment agreements and perquisites for the CEO.

Bidegain, Mr.

Everhart, Mr.

Montgomery and Mr.

The Compensation Committee of the board of directors reviews and makes appropriate recommendations to the full board of directors regarding CFC’s total compensation philosophy and pay components, including, but not limited to, base and incentive pay programs.

The Compensation

Committee is also responsible for approving the compensation, employment agreements and perquisites for the CEO.

The Compensation Committee annually reviews all approved corporate goals and objectives relevant to compensation, evaluates performance in light of those goals and approves the CEO’s compensation based on this evaluation, all of which is then submitted to the full board of directors for ratification.

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In fiscal year 2025, the Compensation Committee conducted an evaluation of Mercer US’ independence considering the relevant regulations of the U.S.

Securities and Exchange Commission and the listing standards of the New York Stock

Exchange, and concluded that the services performed by Mercer US raised no conflicts of interest.

CFC does not believe that such additional services impair Mercer’s ability to provide independent advice to the Compensation Committee or otherwise present a conflict of interest.

Securities and Exchange Commission and the listing standards of the New York Stock Exchange, and concluded that the services performed by Mercer US raised no conflicts of interest.

CFC does not believe

that such additional services impair Mercer’s ability to provide independent advice to the Compensation Committee or otherwise present a conflict of interest.

Role of Executive Officers

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The board of directors periodically reviews important trends and emerging developments across key risks as assessed, measured and evaluated by management.

The Chief Risk Officer is primarily accountable for the execution of the ERM

responsibilities in accordance with established risk limits and guidelines where applicable and as established by corresponding risk owners and in alignment with the risk philosophy of the board of directors.

The Chief Risk Officer is primarily accountable for the execution of the ERM responsibilities in accordance with established risk limits and guidelines where applicable and as established by

corresponding risk owners and in alignment with the risk philosophy of the board of directors.

Additionally, management is responsible for periodically evaluating the ERM framework, making regular reports to the board of directors about its evaluation of the ERM framework and proposing to the board of directors changes to the ERM process to reflect financial industry best practice.

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CFC has adopted an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees.

The policy and procedures set forth therein are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NYSE listing standards (the “Insider Trading Policy”).

A copy of the Insider Trading Policy has been filed as Exhibit 19.1 to this Report.

A copy of the Insider Trading Policy has been incorporated by reference to this Report.

Clawback Policy

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This applies provided that the individual served as an officer covered under the policy at any time during the performance period relevant to the incentive-based compensation.

A copy of the Clawback Policy has been filed as Exhibit 97.1 to this report.

A copy of the Clawback Policy has been incorporated by reference to this Report.

Executive Compensation

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Bradbury) are consistent with those offered to all employees.

Pursuant to CFC’s Compensation Committee charter, the Compensation Committee reviews and makes recommendations to the CFC’s Board of Directors on CFC’s total compensation philosophy and pay components, including base and incentive pay programs.

With respect to the CEO, the Compensation Committee annually reviews and approves corporate goals and objectives relevant to compensation, evaluates performance in light of these goals and objectives, and determines and approves the CEO’s compensation based on this evaluation.

Pursuant to the charter, the Compensation Committee has delegated its responsibility for the annual evaluation of the performance of other executive officers to the CEO, and the CEO evaluates performance and determines appropriate base compensation for such other executive officers on the basis of CFC’s goals and objectives.

Our executive compensation program provides a balanced mix of compensation that incorporates the following key components:

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• an annual cash incentive that is based on the combination of achievement of short-term (one-year) corporate goals and individual performance;

• a legacy three-year cash incentive that is based on the achievement of long-term corporate goals;

• retirement, health and welfare and other benefit programs.

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Our compensation philosophy is to provide a total compensation package for employees—base pay, annual incentive and benefits—that is competitive in the local employment market.

However, due to the cooperative nature of the organization, CFC does not meet the total cash compensation levels of named executive officers of other financial services organizations since we do not offer stock or other equity compensation.

It is important to CFC, however, to pay the named executive officers of CFC competitively in base pay to retain key talent.

Due to the cooperative nature of the organization, CFC does not offer stock or other equity compensation.

Thus, it is important for CFC to pay the named executive officers of CFC competitively in base pay to retain key talent.

Performance —Named executive officers receive base pay that is both market competitive and reflective of their role in developing, implementing and overseeing CFC’s strategy and operations.

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Compensation Analysis

In fiscal year 2024, Mercer US was engaged by the Compensation Committee to conduct a survey to provide compensation data for the CEO position using 13 peer organizations identified by Mercer US through discussions with the Compensation Committee.

In fiscal year 2025, the Compensation Committee engaged Mercer US to conduct a survey to provide compensation data for the CEO position using 17 peer organizations identified by Mercer US through discussions with the Compensation Committee.

Mercer US included companies in the peer group that were similar to CFC in asset size, industry and business description.

The peer group included financial institutions that are private market, commercial and/or mission-driven lenders offering full-service financing, investment and related services.

The companies targeted as peer companies included two members of the Farm Credit System and 11 regional banks and financial services companies.

The companies targeted as peer companies included six members of the Farm Credit System and 11 regional banks and financial services companies.

The peer group companies had assets ranging from approximately 50% to 200% of CFC’s November 30, 2024 total assets of $37.1 billion.

The peer group consisted of financial services organizations Nelnet, Inc.;

Webster Financial Corporation;

Hancock Whitney Corporation;

Onemain Holdings, Inc.;

The peer group consisted of financial services organizations Webster Financial Corporation;

Synovus Financial Corp.;

Navient Corporation;

BankUnited, Inc.;

Synovus Financial Corporation;

TFS Financial Corporation;

Federal Agricultural Mortgage Corporation;

Hancock Whitney Corporation;

Commerce Bancshares, Inc.;

Federal Agricultural Mortgage Corporation;

SLM Corporation;

OneMain Holdings, Inc.;

Rocket Companies, Inc.;

and SLM Corporation as well as two Farm Credit System peers.

and Bread Financial Holdings, Inc.

as well as six Farm Credit System peers.

Mercer US led the Compensation Committee through an assessment of CEO compensation data for the peer group companies.

Mercer US’ data included both actual compensation and target compensation based on information obtained from each peer group company’s most recent annual report or proxy statement.

The elements of compensation reviewed include:

The elements of compensation reviewed for the peer group companies include:

• current base salary;

• target and actual annual incentive paid in fiscal year 2024;

• actual long-term incentive granted, which includes restricted stock awards (valued at face value on the date of grant), stock option awards (valued at grant date utilizing the Black-Scholes option pricing model), other long-term incentive target awards (valued at target value on date of award) and cash long-term incentive payouts (valued at actual payout on date of award if target value is not disclosed);

• actual long-term incentive granted, which included restricted stock awards (valued at face value on the date of grant), stock option awards (valued at grant date utilizing the Black-Scholes option pricing model), other long-term incentive target awards (valued at target value on date of award) and cash long-term incentive payouts (valued at actual payout on date of award if target value is not disclosed);

• sign-on awards, special awards and mega-grants annualized over the term of the employment contract or the vesting schedule;

• annualized value of retirement, perquisites and other noncash compensation.

The Compensation Committee reviewed total compensation data for the peer group for informational purposes and used this data solely to determine the competitiveness of our CEO base pay.

In determining the base compensation paid to our other named executive officers, the CEO engaged Mercer (US) Inc.

to compile benchmark data of financial services and other organizations of similar asset size as CFC in order to obtain a general understanding of current compensation practices and to ensure that the base pay component of compensation for the named executive officers other than the CEO is competitive with such institutions.

The Compensation Committee reviewed total compensation data for the peer group for informational purposes and used this data to determine the competitiveness of compensation and to set CEO base pay.

In determining the base compensation paid to our other named executive officers, the CEO engaged Mercer US to compile benchmark data of financial services and other organizations of similar asset size as CFC in order to obtain a general understanding of current compensation practices and to ensure that the base pay component of compensation for the named executive officers other than the CEO is competitive with such institutions.

CFC has often recruited non-CEO talent from industries outside the financial services sector.

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To attract and retain a highly skilled workforce, we must remain competitive with the pay of other employers that compete with us for talent.

After reviewing the performance of the organization and the evaluation of the CEO’s performance by each board member, it was the assessment of the Compensation Committee that the CEO and the organization performed extremely well during this business year.

In fact, the business results met or exceeded company targets for many key metrics of performance, and the CEO continued to demonstrate outstanding leadership.

After reviewing the performance of the organization and the evaluation of the CEO’s performance by each board member, the Compensation Committee concluded that the CEO and the organization performed extremely well during this business year, with business results meeting or exceeding company targets for many key performance metrics, and the CEO continuing to demonstrate outstanding leadership.

Therefore, in recognition of his strong performance and leadership, the committee increased the CEO’s base pay to $1,379,268 effective June 1, 2025.

As discussed under “Compensation Analysis” above, Mr.

Don, in his capacity as the CEO, exercised his judgment to set the annual base pay for the other named executive officers based on general market data, overall company performance and individual leadership accomplishments.

As discussed above, Mr.

Don, pursuant to the delegation of authority provided to the CEO from the Compensation Committee, exercised his judgment to set the annual base pay for the other named executive officers based on general market data, overall company performance and individual leadership accomplishments.

Don determined that Ms.

Captain and Mr.

Bradbury all performed well in their various roles as senior leaders of the organization.

They each contributed to the achievement of corporate strategies and objectives in a positive and meaningful way.

Bradbury all performed well in their various roles as senior leaders of the organization, with each contributing to the achievement of corporate strategies and objectives in a positive and meaningful way.

As a result, Ms.

Captain and Mr.

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The increases are included in the total compensation table below.

Annual Incentive — Our annual cash incentive program for fiscal year 2024 is a one-year cash incentive that is tied to the annual performance of the organization as well as individual performance.

Annual Incentive — Our annual cash incentive program for fiscal year 2025 was a one-year cash incentive that was tied to the annual performance of the organization as well as individual performance.

We believe that by paying an incentive tied to the achievement of annual operating goals as well as individual performance, all employees, including named executive officers, will focus their efforts on the most important strategic objectives that will help us fulfill our mission to our members and our obligations to the financial markets while also exhibiting high levels of performance.

Additionally, the annual incentive pay enhances our ability to provide competitive compensation while at the same time tying total

compensation paid to the achievement of corporate goals.

Additionally, the annual incentive pay enhances our ability to provide competitive compensation while at the same time aligning total compensation paid to the achievement of corporate goals.

Every employee participates in the annual incentive program, and the corporate strategic goals are the same for all employees, including the named executive officers.

The annual incentive program provides maximum annual cash incentive opportunities based upon the level of the position within our base pay structure, ranging from 26% to 40% of base pay.

Named executive officers are eligible to receive annual cash incentive compensation up to 40% of their base pay and are subject to a two-year vesting schedule for 20% of their achievement for the fiscal year 2024 plan.

The vesting component has been removed from the fiscal year 2025 plan as we are restructuring the design of the plan so that the impact of the plan is on an annual basis.

The individual performance component of the plan is determined by the employee's performance rating, which is weighted between 0%-100%, and the level of their position within our base pay structure, which ranges between 20%-80% of the total annual incentive payout.

The annual incentive program provides maximum annual cash incentive opportunities based on the employee’s position level within our base pay structure, ranging from 26% to 40% of base pay.

Named executive officers are eligible to receive annual cash incentive compensation of up to 40% of their base pay.

The individual performance component of the plan is determined by the employee’s performance rating, which is weighted from 0% to 100%, and the level of their position within our base pay structure, which determines the portion of the total annual incentive payout tied to individual performance, ranging from 20% to 80%.

The remainder of the payout is based on company performance against established corporate goals.

Our approach to establishing corporate goals for annual incentive compensation has not changed since the plan’s inception.

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The intent is to align organizational, departmental and individual initiatives to achieve a common set of goals.

The four quadrants for fiscal year 2024, which were the basis for the annual incentive payment, were Member Portfolios;

The four quadrants for fiscal year 2025, which were the basis for the annual incentive payment, were Member;

Financial Ratios;

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Two goals supporting expansion of member participation in CFC loan products and maintaining or increasing market share of borrowers in key segments of the loan portfolio.

• Financial Ratio:

• Financial Ratios:

Two goals supporting efforts to meet or exceed established financial targets to maintain CFC’s financial strength.

• Internal Process and Operations:

• Internal Process:

One goal focused on managing CFC’s operating expense levels.

• Employee Engagement:

One goal focused on engaging and educating employees about the organization’s core financial products and value-added services.

One goal focused on engaging and educating employees to gain a greater understanding of the organization’s corporate governance, the purpose and importance of member meetings, recognizing developments and challenges in the cooperative industry, and raising awareness of the risks and opportunities in the use of artificial

intelligence.

The determination of the extent to which the six goals were achieved and, therefore, the amount to be paid out under the annual incentive plan for fiscal year 2025 was confirmed by the board of directors in July 2025.

The board determined that all six goals were achieved at 100%.

The board determined that four goals were achieved at 100%, and two goals were achieved at 75%.

Each goal carries a different weight varying between 10% and 25%, resulting in an aggregate payout of 92.5% of the total opportunity.

CFC has a 10-year average payout of 18.86% of base salaries for all employees across both our legacy short-term incentive plans and the new annual incentive plans.

CFC has a 10-year average payou t of 19.51% of bas e salaries for all employees across both our legacy short-term incentive plans and the new annual incentive plans.

The average payout of base salaries for all employees in the new fiscal year 2025 annual incentive plan is 26.04%.

Long-Term Incentive — The legacy long-term incentive program was designed as a three-year plan aligned with CFC ’ s strategic goals.

It aimed to create a balance between short-term objectives and long-term achievements, serving as a retention tool for key employees while ensuring competitive compensation.

Participants included all employees as of June 1, 2022, who received performance units based on bond rating targets set by S&P, Fitch and Moody’s.

Long-term incentive performance units were awarded annually, with payouts distributed quarterly based on continued employment status or other qualifying circumstances.

The program concluded on May 31, 2022, with the final payout occurring on May 31, 2024.

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Unlike the Retirement Security Plan, the EBR is an unfunded, unsecured obligation of CFC and is not qualified for tax purposes.

Five of the named executive officers are participants in the EBR.

All five of the named executive officers are participants in the EBR.

Under the EBR, we pay any amounts owed to the named executive officers for the restoration benefit once the risk of forfeiture has expired;

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Submitted by the Compensation Committee:

William Keith Hayward

Anthony Norton

Jeffrey Allen Rehder

Donnie Bidegain

Bruce Anthony Everhart

Jared Echternach

The information in the Compensation Committee Report above does not constitute “soliciting material” and will not be deemed “filed” with the SEC or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate SEC filings by references, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

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Details for 2025 can be found in “Compensation Discussion and Analysis—Elements of Compensation” above.

(2) Includes amounts earned during each respective fiscal year and payable as of May 31 under the long-term and annual incentive plans.

(2) Includes amounts earned and amounts vested during each respective fiscal year and payable as of May 31 under the annual incentive plans.

For a discussion of the long-term and annual incentive plans, see “Compensation Discussion and Analysis—Elements of Compensation” above.

The amounts earned by each named executive officer under these incentive plans are listed above.

(3) Represents the aggregate change in the actuarial present value of the accumulated pension benefit under NRECA Retirement Security Plan, the multiple-employer defined benefit pension plan in which CFC participates, during each respective fiscal year as calculated by NRECA.

(3) Represents the aggregate change in the actuarial present value of the accumulated pension benefit under the NRECA Retirement Security Plan, the multiple-employer defined benefit pension plan in which CFC participates, during each respective fiscal year as calculated by NRECA.

Don for fiscal year 2025, includes perquisites comprising Mr.

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The remaining amounts included in this column represent CFC contributions on behalf of each named executive officer pursuant to the CFC 401(k) defined contribution plan and contributions to health savings accounts.

The following chart has the amounts paid to each named executive officer under the annual and long-term incentive plans in 2024 and 2023 and short-term and long-term incentive plan for 2022.

The following chart has the amounts paid to each named executive officer under the annual and long-term incentive plans in fiscal years 2025 and 2024 and short-term and long-term incentive plan for fiscal 2023.

Name Year Annual Incentive Plan (1)

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Incentive Plan (3)

Incentive Plan (4 )

Andrew Don 2025 $ 480,190 $ — $ —

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2025 170,704 — —

(1) Includes amounts equal to 80% of the total opportunity achieved and paid within the fiscal year earned.

2024 134,400 33,600 16,500

(1) Includes amounts equal to 100% of the total opportunity achieved in fiscal year 2025.

For fiscal years 2024 and 2023, the annual inventive plan includes amounts equal to 80% of the total opportunity achieved and paid within the fiscal year earned.

(2) Includes amounts equal to 20% of the total opportunity achieved and will be paid two years following the end of the fiscal year in which it was earned.

(3) The last short-term incentive plan payout was May 31, 2022.

(3) The last long-term incentive plan payout was May 31, 2024.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Our annual cash incentive program for fiscal year 2025 was a one-year cash incentive tied to the annual performance of the organization as well as individual performance.

The following table shows the threshold, target and maximum amounts applicable to each named executive officer as of the beginning of the incentive period.

Name Threshold (0%) Target (100%) Maximum (100%)

Andrew Don ................

$ — $ 510,840 $ 510,840

Yu Ling Wang...................

— 205,200 205,200

Joel Allen...........................

— 208,000 208,000

Brad Captain ..................

— 183,200 183,200

Gary Bradbury ................

— 181,600 181,600

Employment Contracts

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Don leaving for good reason, disability or termination due to death).

See “Termination of Employment and Change-in-Control Arrangements” below for a description of these provisions and for information on these amounts.

“Termination of Employment and Change-in-Control Arrangements” below for a description of these provisions and for information on these amounts.

Pension Benefits Table

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For early retirement, the pension benefit will be reduced by 1/15 for each of the first five years and 1/30 for each of the next five years by which the elected early retirement date precedes the normal retirement date.

CFC reduced the value of the pension plan effective

September 1, 2010.

CFC reduced the value of the pension plan effective September 1, 2010.

Benefits accrued prior to September 1, 2010, are based on a benefit level of 1.90% of the average of their five highest base salaries during their participation in the Retirement Security Plan and a normal retirement age of 62.

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The benefit and payout formula under these restoration plans is similar to that under the qualified Retirement Security Plan.

One of the named executive officer s has reache d the vest ing date in accordance with provisions of the EBR plan, and as a result, no longer has a risk of forfeiture of the benefit under the EBR plan.

Don has reache d the vest ing date in accordance with provisions of the EBR plan, and as a result, no longer has a risk of forfeiture of the benefit under the EBR plan.

Distributions are made from these plans to those named executive officers annually.

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(2) Amount represents the actuarial present value of the named executive officer’s accumulated benefit under this plan as of May 31, 2025, as provided by the plan administrator, NRECA, using interest rates ranging from 4.04% to 5.25% per annum and mortality according to tables prescribed by the IRS as published in Revenue Rulings 2001-62 and 2007-67.

(3) Distributions during fiscal year 2024 were as a result of named executive officers no longer being at risk of forfeiture with respect to these amounts provided under the EBR plan for Mr.

(3) Distributions for Mr.

Don during fiscal year 2025 were as a result of him no longer being at risk of forfeiture with respect to these amounts provided under the EBR plan.

Captain and Mr.

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“Good reason” generally means (i) a reduction in the rate of Mr.

Don’s base salary, (ii) a decrease in his titles, duties or responsibilities, or the assignment of new responsibilities which, in either case, is materially less favorable to Mr.

Don’s base salary, (ii) a decrease in his titles, duties or responsibilities, or the assignment of new responsibilities which,

in either case, is materially less favorable to Mr.

Don when compared with his titles, duties and responsibilities that were in effect immediately prior to such assignment or (iii) the relocation of CFC’s principal office or the relocation of Mr.

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Chief Executive Officer Pay Ratio

The fiscal year 2024 compensation ratio of the median annual total compensation of all of our employees to the annual total compensation of our Chief Executive Officer is as follows:

The fiscal year 2025 compensation ratio of the median annual total compensation of all our employees to the annual total compensation of our Chief Executive Officer is as follows:

Category and Ratio Total Compensation

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Director Compensation Table

Directors receive an annual fee for their service on the CFC board.

Directors receive a $90,000 annual fee for their service on the CFC board (in addition to $5,000 for committee chairpersons and $10,000 for board executives).

Additionally, the directors receive reimbursement for reasonable travel expenses.

The fee is paid on a monthly basis and reimbursement for travel expenses is paid following the conclusion of each board meeting.

Below is a summary of the total compensation earned by each of CFC’s directors during fiscal year ended May 31, 2024.

These fees are paid on a monthly basis and reimbursement for travel expenses is paid following the conclusion of each board meeting.

Below is a summary of the total compensation earned by each of CFC’s directors during the fiscal year ended May 31, 2025.

Name Total Fees Earned

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Darick Eisenbraun

Felkel 77,500

Dennis Fulk 90,000

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Anthony Norton 100,000

Jeanette Ingrid Kessler

Jared Echternach 90,000

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John Metcalf 90,000

Kendall Montgomery 67,500

Thompson 5,000

Michael Heinen

Suggs 100,000

Michael Partin

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Under this policy, a related-person transaction is any transaction in excess of $120,000 in which CFC was, is or is proposed to be a direct or indirect participant in which a related person had, has or will have a direct or indirect material interest in the transaction.

interest arises only from the person’s position as a director of another entity that is a party to the transaction, and transactions deemed to be related credits.

Related-person transactions are subject to review by the Executive Committee of the board of directors (excluding any interested director), based on whether the transaction is fair and reasonable to CFC and consistent with the best interests of CFC and its members.

Related-person transactions do not include compensation or expense reimbursement arrangements with directors, officers or key employees (notwithstanding that officer compensation may be disclosed in this section, elsewhere in the CFC’s periodic reports filed with the SEC or otherwise disclosed publicly as a related-person transaction), transactions where the related person’s interest arises only from the person’s position as a director of another entity that is a party to the transaction, and transactions deemed to be related credits.

Related-person transactions are subject to review by the Executive Committee of

the board of directors (excluding any interested director), based on whether the transaction is fair and reasonable to CFC and consistent with the best interests of CFC and its members.

Related credits are extensions of credit to, or for the benefit of, related persons and entities that are made on substantially the same terms as, and follow underwriting procedures that are no less stringent than, those prevailing at the time for comparable transactions generally offered by CFC.

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Senior Vice President and General Counsel 682,443

Senior Vice President, Relationship Management 670,266

Senior Vice President and Chief Relationship Management Officer

Senior Vice President, Strategic Services

Independence Determinations

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Abel II Thomas A.

Bailey Donnie Bidegain

Donnie Bidegain

Jared Echternach Timothy Eldridge Bruce Anthony Everhart

Dennis Fulk Barbara E.

Anthony Larson Brent McRae Joseph D.

John Metcalf Kendall Montgomery G.

Dennis Fulk (2)

Jeanette Ingrid Kessler (1)

Anthony Larson Brent McRae John Metcalf

Anthony Norton (2)

Michael Partin

Jeffrey Allen Rehder Mark A.

Jeffrey Allen Rehder

____________________________

(1) This director served during fiscal year 2025;

until June 16, 2024.

effective Ma rch 11, 2 025.

(2) This director served during fiscal year 2025;

however, he resigned as director as of March 5, 2024.

until June 30, 2025.

Principal Accountant Fees and Services

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(1) Audit fees for fiscal years 2025 and 2024 consisted of fees for the quarterly reviews of our interim financial information and the audit of our annual consolidated financial statements.

Audit fees also included fees for the preparation of the stand-alone financial statements for NCSC for fiscal year 2024, and for NCSC and RTFC for fiscal year 2023.

Audit fees also included fees for the preparation of the stand-alone financial statements for NCSC and Cooperative Securities.

Audit fees for fiscal years 2025 and 2024 also included comfort letter fees and consents related to debt issuances and compliance work required by the independent auditors.

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Incorporated by reference to Exhibit 3.1 to our Form 10-K filed on August 28, 2014.

3.2 — Amended Bylaws as approved by CFC’s members on August 14, 2020.

Incorporated by reference to Exhibit 3.2 to our Form 10-Q filed on October 15, 2020.

— Amended Bylaws as approved by CFC’s members on J uly 1, 2025 .

4.1 — Description of Securities.

Incorporated by re ference to Exhibit 4.1 to our Form 10-K filed on July 31, 2019.

4.2 — Form of Capital Term Certificate.

Incorporated by ref erence to Exhibit 4 .1 to our Form 10-K filed on July 31, 2018.

4.3 — Indenture dated February 15, 1994, between the Registrant and First Bank National Association as trustee.

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Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 filed on April 5, 1995 (Registration No.

4.7 — Form of indenture dated May 15, 2000, between the Registrant and Bank One Trust Company, National Association, as trustee.

Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 filed on May 25, 2000 (Registration No.

4.7 — I ndenture dated May 15, 2000, between the Registrant and Bank One Trust Company, National Association, as trustee.

Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 ASR filed on Ma rch 21, 2025 (Registration No.

333- 286024 ).

4.8 — First Supplemental Indenture dated March 12, 2007, between the Registrant and U.S.

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Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 28, 1996.

— Plan Document for CFC’s Deferred Compensation Pension Restoration Plan amended and restated effective January 1, 2015.

— Plan Document for CFC’s Deferred Compensation Pension Restoration Plan dated January 1, 2015 and as amended and res tated on December 18, 2024 .

Incorporated by reference to Exhibit 10.7 to our Form 10-Q filed on January 13, 2025 .

— Plan Document for CFC’s Deferred Compensation Program amended and restated February 1, 2014.

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Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 12, 2024 .

10.9 — A mendment No.

2 dated as of December 5, 2 024 to the Amend ed and R estated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 2 8, 2027.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on Jan uary 13, 2025.

10.10 — Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2026.

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Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 12, 2024.

10.11 — Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated June 14, 2005 for up to $1,000,000,000.

10.12 — A mendment No.

2 dated as of December 5, 2024 to the Amended and Restated R evolv ing Credit Agreement dated as of October 20, 2022 maturing on November 28, 2028.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 13, 2025.

10.13 — Series A Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated June 14, 2005 for up to $1,000,000,000.

Incorporated by reference to Exhibit 4.12 to our Form 10-K filed on August 24, 2005.

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Incorporated by reference to Exhibit 4.15 to our Form 10-K filed on August 24, 2005.

10.13 — Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated April 28, 2006 for up to $1,500,000,000.

10.15 — Series B Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated April 28, 2006 for up to $1,500,000,000.

Incorporated by reference to Exhibit 4.11 to our Form 10-K filed on August 25, 2006.

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10.39 — Series R Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of November 19, 2020 for up to $375,000,000.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed January 12, 2021.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 12, 2021.

10.40 — Series R Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 19, 2020 for up to $375,000,000 maturing on July 15, 2055.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed January 12, 2021.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 12, 2021.

10.41 — Series S Bond Purchase Agreement between the Registrant, the Federal Financing Bank and Rural Utilities Service dated as of November 4, 2021 for up to $550,000,000.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed January 14, 2022.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 14, 2022.

10.42 — Series S Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 4, 2021 for up to $550,000,000 maturing on July 15, 2056.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed January 14, 2022.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 14, 2022.

10.43 — Series T Bond Purchase Agreement between the Registrant, the Federal Financing Bank and Rural Utilities Services dated as of December 15, 2022 for up to $750,000,000.

Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed January 13, 2023.

Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 13, 2023.

10.44 — Series T Future Advance Bond from the Registrant to the Federal Financing Bank dated as of December 15, 2022 for up to $750,000,000 maturing on July 15, 2057.

Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed January 13, 2023.

Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed on January 13, 2023.

10.45 — Series U Bond Purchase Agreement between the Registrant, the Federal Financing Bank and the Rural Utilities Service dated as of December 19, 2023 for up to $450,000,000.

Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed January 12, 2024 .

Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 12, 2024 .

10.46 — Series U Future Advance Bond from the Registrant to the Federal Financing Bank dated as of December 19, 2023 for up to $450,000,000 maturing on July 15, 2058.

Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed January 12, 2024 .

10.45 — Tenth Amended, Restated and Consolidated Pledge Agreement dated as of December 19, 2023 between the Registrant, the Rural Utilities Services and U.S.

Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed on January 12, 2024 .

10.47 — S eries V Bond Purchase Agreeme nt between the Registra nt , the Fede ral Financing Bank and the Rural Utilities S ervice, dated as of December 18, 2024 for up to $450,000,000 .

Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 13, 2025.

10.48 — S eries V Future Advance Bond from the Registrant to the Federal Fin ancing Bank dated as of December 18, 2024 for up to $450,000,000 maturing on July 15, 2059.

Incor porated by reference to Exhibit 10.4 to our Form 10-Q filed on January 13, 2025.

10.49 — Eleventh Amended, Restated and Consolidated Pledge Agreement dated as of December 1 8, 2024 between the Registrant, the Rural Utilities Services and U.S.

Bank National Association.

Incorporated by reference to Exhibit 10.5 to our Form 10-Q filed January 12, 2024.

10.46 — Tenth Amended, Restated and Consolidated Bond Guarantee Agreement dated as of December 19, 2023 between the Registrant and the Rural Utilities Services.

Incorporated by reference to Exhibit 10.6 to our Form 10-Q filed January 12, 2024.

Incorporated by reference to Exhibit 10.5 to our Form 10-Q filed on January 1 3 , 202 5 .

10.50 — Eleventh Amended, Restated and Consolidated Bond Guarantee Agreement dated as of December 18, 2024 between the Registrant and the Rural Utilities Services.

Incorporated by reference to Exhibit 10.6 to our Form 10-Q filed on January 13, 2025.

10.51 — Amended and Restated Master Sale and Servicing Agreement, dated as of August 12, 2011, by and between the Registrant and the Federal Agricultural Mortgage Corporation, as amended by Amendment No.

3 unchanged sentences

Incorporated by reference to Exhibit 4.4 to our Form 10-Q filed on April 13, 2011.

10.49 — Second Amended and Restated First Supplemental Note Purchase Agreement dated February 26, 2018 for up to $5,500,000,000 between the Registrant and Federal Agricultural Mortgage Corporation.

Incorporated by reference to Exhibit 10.01 to our Form 10-Q filed on April 11, 2018.

10.50 — Third Amended and Restated First Supplemental Note Purchase Agreement dated May 20, 2021 for up to $5,500,000,000 between the Registrant and Federal Agricultural Mortgage Corporation.

Incorporated by reference to Exhibit 10.52 to our Form 10-K filed on July 30, 2021.

10.51 — Fourth Amended and Restated First Supplemental Note Purchase Agreement dated June 15, 2022 for up to $6,000,000,000 between the Registrant and Federal Agricultural Mortgage Corporation.

Incorporated by reference to Exhibit 10.55 to our Form 10-K filed on August 8 2022.

10.52 — Second Amended, Restated and Consolidated Pledge Agreement dated July 31, 2015, between the Registrant, Federal Agricultural Mortgage Corporation and U.S.

Bank Trust National Association.

Incorporated by reference to Exhibit 10.48 to our Form 10-K filed on August 26, 2015.

10.53 — F ifth Amended and Restated First Supplemental Note Purchase Agreement dated January 14, 2025 for up to $6,500,000,000 be tween the Registrant and Federal Ag ricultural Mortgage Corporation.

Incorporated by reference to Exhibit 10.1 to ou r Form 10-Q filed on April 11, 2 025.

10.54 — T hird Amended Res tated and C onsolidated Pledge Agreement dated January 14, 2025, between the Registrant , Federal Agricultural Mortgage Corporation and U.S.

Bank National Association.

Inc orporated by reference to Exhibit 10.

2 to our Form 10-Q filed on April 11, 2025.

10.55 — Long Term Standby Commitment to Purchase dated August 31, 2015, between the Registrant and Federal Agricultural Mortgage Corporation.

4 unchanged sentences

— CFC Insider Trading and Investment Limitations Policy.

Incorporated by reference to Exhibit 19.1 to our Form 10-K filed on August 1, 2024.

Registrant agrees to furnish to the Securities and Exchange Commission a copy of all other instruments defining the rights of holders of its long-term debt upon request.

4 unchanged sentences

32.2† — Certification of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.

— C FC Organization Policy 2.15 - C l awback Polic y adopted October 5, 2023 .

— CFC Organization Policy 2.15 - Clawback Policy adopted October 5, 2023.

Incorporated by reference to Exhibit 97.1 to our Form 10-K filed on August 1, 2024.

101.INS* — Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) 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, in the County of Loudoun, Commonwealth of Virginia, on the 1st day of August 2024 .

NATIONAL RURAL UTILITIES COOPERATIVE

6 unchanged sentences

/s/ PANKAJ SHAH Vice President and Controller

(Principal Accounting Officer) August 1, 2024

ANTHONY NORTON President and Director August 1, 2024

Anthony Norton

SUGGS Vice President and Director August 1, 2024

/s/ BRENT MCRAE Secretary-Treasurer and Director August 1, 2024

(Principal Accounting Officer)

August 5, 2025

SUGGS President and Director August 5, 2025

/s/ BRENT MCRAE Vice President and Director August 5, 2025

/s/ SHANE LARSON Secretary-Treasurer and Director August 5, 2025

/s/ CHARLES A.

ABEL II Director August 5, 2025

/s/ ANTHONY A.

ANDERSON Director August 1, 2024

/s/ THOMAS A.

BAILEY Director August 1, 2024

/s/ JOHN BARTLEY

4 unchanged sentences

Jared Echternach

/s/ DARICK EISENBRAUN Director August 1, 2024

Darick Eisenbraun

/s/ TIMOTHY ELDRIDGE Director August 5, 2025

2 unchanged sentences

Bruce Anthony Everhart

/s/ DENNIS FULK Director August 1, 2024

/s/ BARBARA E.

HAMPTON Director August 1, 2024

/s/ WILLIAM KEITH HAYWARD Director August 5, 2025

William Keith Hayward

/s/ MICHAEL HEINEN Director August 1, 2024

Michael Heinen

/s/ BRADLEY P.

JANORSCHKE Director August 1, 2024

/s/ MICHAEL J.

Director August 5, 2025

/s/ JEANETTE INGRID KESSLER

Director August 5, 2025

Jeanette Ingrid Kessler

/s/ ANTHONY LARSON Director August 5, 2025

Anthony Larson

/s/ SHANE LARSON Director August 1, 2024

/s/ GEORGE MICHAEL MCDONALD

Director August 5, 2025

George Michael McDonald

/s/ JOHN METCALF Director August 5, 2025

/s/ KENDALL MONTGOMERY Director August 1, 2024

Kendall Montgomery

/s/ KENDALL J.

Director August 5, 2025

/s/ MICHAEL PARTIN

1 unchanged sentence

Michael Partin

/s/ SCOTT PETERS

Director August 5, 2025

/s/ LAURA PHILLIPS

Director August 5, 2025

Laura Phillips

/s/ JEFFREY ALLEN REHDER Director August 5, 2025

Jeffrey Allen Rehder

/s/ WILLIAM ANDREW ROBERTS

Director August 5, 2025

William Andrew Roberts

/s/ JAMES TAYLOR

Director August 5, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures