What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-07-31 compared with 2025-08-05 · 278 added, 302 removed, 944 unchanged (38% 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.

There were no changes in our internal control over financial reporting during the fiscal quarter ended May 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ANDREW DON By:

2 unchanged sentences

Chief Executive Officer Senior Vice President and Chief Financial Officer

August 5, 2025 August 5, 2025

July 31, 2026 July 31, 2026

/s/ PANKAJ SHAH

Vice President and Controller

Vice President and Chief Accounting Officer

(Principal Accounting Officer)

August 5, 2025

July 31, 2026

Other Information

5 unchanged sentences

Since Date Present

Suggs (President of CFC)

Brent McRae (Vice President of CFC)

Shane Larson (Secretary-Treasurer of CFC)

Brent McRae (President of CFC) 66 2021 2027

Shane Larson (Vice President of CFC) 63 2022 2028

Donnie Bidegain (Secretary-Treasurer of CFC) 48 2023 2029

Abel II 57 2022 2028

Donnie Bidegain

Jared Echternach 54 2021 2027

1 unchanged sentence

Bruce Anthony Everhart

William Keith Hayward 60 2020 2026

Gary Fish (1)

Jeanette Ingrid Kessler (2)

Anthony Larson 51 2020 2026

George Michael McDonald 64 2025 2028

John Metcalf 61 2021 2027

Ruston Ogburn (1)

Michael Partin (2)

2 unchanged sentences

Jeffrey Allen Rehder 59 2020 2027

William Andrew Roberts (2)

Roberts 66 2025 2028

Ryan Schilreff (3)

James Taylor 71 2025 2028

Darick Eisenbraun (5)

Dennis Fulk (3)

Janorschke (3)

Anthony Norton (3)

Lewis Ward (1)

William Keith Hayward (4)

Anthony Larson (4)

____________________________

(1) Pursuant to CFC’s bylaws, NRECA determines the method of director election and length of term for the seat occupied by this director.

(1) Director seated on June 15, 2026.

(2) Pursuant to CFC’s bylaws, NRECA determines the method of director election and length of term for the seat occupied by this director.

(3) Director seated October 2025.

(4) Director’s term ended on June 15, 2026.

(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:

13 unchanged sentences

Office Since (1)

President and Director Mark A.

Vice President and Director Brent McRae

Secretary-Treasurer and Director Shane Larson

President and Director Brent McRae

Vice President and Director Shane Larson

Secretary-Treasurer and Director Donnie Bidegain 48 2026 (2)

Chief Executive Officer J.

5 unchanged sentences

Captain 56 2014

Senior Vice President, Corporate Development Darick Eisenbraun 34 2025

Senior Vice President and Chief Risk Officer Gholam M.

5 unchanged sentences

___________________________

(1) Refers to fiscal year.

(1) Refers to calendar year.

(2) Elected on June 15, 2026.

The president, vice president and secretary-treasurer are elected annually by the board of directors at its first organizational meeting immediately following CFC’s annual membership meeting, each to serve a term of one year;

the Chief Executive Officer serves at the pleasure of the board of directors;

the Chief Executive Officer (“CEO”) serves at the pleasure of the board of directors;

and the other executive officers serve at the pleasure of the Chief Executive Officer.

5 unchanged sentences

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

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.

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.

Additionally, Mr.

Suggs has served as a Director of Tarheel Electric Membership Association in Raleigh, North Carolina, since 1984.

As Executive Vice President and General Manager of Pitt & Greene Electric Membership Corporation, Mr.

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

Suggs 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.

McRae has served as a Director of McCone Electric Cooperative, Inc.

1 unchanged sentence

He also served as an alternate director of Central Montana Electric Power Cooperative, Inc.

in Great Falls, Montana, from March 2018 to March 2021.

in Great Falls, Montana, from March 2018 to

McRae has served as a Director of the Montana Electric Cooperatives’ Association, Inc.

13 unchanged sentences

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.

Bidegain has served as a Director of Farmers’ Electric Cooperative, Inc.

of New Mexico in Clovis, New Mexico, since January 2009.

He served as board secretary-treasurer from 2017 to 2025 and has served as board vice president since 2025.

Bidegain also serves as a Director of Western Farmers Electric Cooperative since 2013 and was its board president from 2021 to 2026 and currently serves as an Ex Officio on the executive committee.

He has been a partner of T4 Cattle Company, LLC since 1996.

Bidegain has owned and managed Bidegain Farms, LLC since 2003 and has managed Sunny State Products, Inc.

As a Director of Farmers’ Electric Cooperative, Inc.

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 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.

He has served as a Director of Tri-State Generation and Transmission Association in Westminster, Colorado, since April 2019 and currently serves on the Executive Committee, the Finance & Audit Committee, the Board Policy Review Committee.

Additionally, Mr.

Abel served as Director of Western United Electric Supply from April 2017 through April 2019.

Abel served as a Director of Western United Electric Supply from April 2017 through April 2019.

In addition to being a self-employed Certified Public Accountant, Mr.

10 unchanged sentences

Bartley 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.

Bidegain has served as a Director of Farmers’ Electric Cooperative, Inc.

of New Mexico in Clovis, New Mexico, since January 2009.

Bidegain has served as a Director of Western Farmers Electric Cooperative since 2013 and as its board president since 2021.

He has been a partner of T4 Cattle Company, LLC since 1996.

Bidegain has owned and managed Bidegain Farms, LLC since 2003 and managed Sunny State Products, Inc.

As a Director of Farmers’ Electric Cooperative, Inc.

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

Echternach has been President and CEO of Beltrami Electric Cooperative Inc.

8 unchanged sentences

in Flemingsburg, Kentucky, since 2000, and as a Director of East Kentucky Power Cooperative, Inc.

in Winchester, Kentucky, since 2014 in addition to serving as Treasurer for East Kentucky Power Cooperative, Inc.

Eldridge has also been Audit Committee Chairman of Fleming-Mason Energy since 2014.

in Winchester, Kentucky, since 2014.

He also served as Treasurer of East Kentucky Power Cooperative, Inc.

from 2024 to 2026.

Eldridge is now serving as the Vice Chairman

of East Kentucky Power Cooperative and has also been Audit Committee Chairman of Fleming-Mason Energy since 2014.

He has served as a Director of Citizens Bank located in Morehead, Kentucky, since 2013 and served as its Audit Committee Chairman throughout that time.

Since 2015, Mr.

Eldridge has been a member-owner and Certified Public Accountant at Baldwin CPAs, PLLC in Flemingsburg, Kentucky.

From 2015 until his retirement in 2026, Mr.

Eldridge was a member-owner and Certified Public Accountant at Baldwin CPAs, PLLC in Flemingsburg, Kentucky.

He now holds the title of Member Emeritus and continues to work at a reduced level for the firm.

He has held his Kentucky CPA license since 1986.

11 unchanged sentences

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.

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

From July 2004 to January 2014, he served as its manager of Engineering and Operations.

Hayward has also served as a Director of Meridian Cooperative, formerly known as SEDC, a software cooperative in Atlanta, Georgia, since 2014.

As the General Manager and CEO of North East Mississippi Electric Power Association, Mr.

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

Hayward 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.

Fish has served as a Director of Sioux Valley Energy, in Brandon, South Dakota, since 2014.

He has also served as a Director of East River Power Cooperative, Inc., in Madison, South Dakota, since 2024.

Since 2020, Mr.

Fish has been manager of Parkview Energy Partners LLC, an energy management firm that includes renewable energy assets, liquefied natural gas processing assets and gas production asset.

As a Director of Sioux Valley Energy, Mr.

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

Fish 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.

Heinen has been General Manager and CEO of Jefferson Davis Electric Cooperative, Inc.

1 unchanged sentence

He has also served as a Director of the Association of Louisiana Electric Cooperatives in Baton Rouge, Louisiana, since 1999.

As the General Manager of Jefferson Davis Electric Cooperative, Inc., Mr.

As the General Manager and CEO of Jefferson Davis Electric Cooperative, Inc., Mr.

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

6 unchanged sentences

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 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.

Larson was an ambulatory care officer at West River Health Services from August 2016 to September 2019, and an agricultural banker at Dacotah Bank from October 2012 to January 2015.

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.

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.

23 unchanged sentences

Montgomery 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.

Ogburn has been the General Manager of Somerset Rural Electric Cooperative in Somerset, Pennsylvania, since August 2013.

Additionally, Mr.

Ogburn has served as a Board member of United Utility Supply Cooperative in Louisville, Kentucky, since 2014.

He formerly served in engineering and management roles at PJM Interconnection.

As the General Manager of Somerset Rural Electric Cooperative, Mr.

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

Ogburn 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.

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, its Vice President since 2024 and has served as NRECA President since March 5, 2025.

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

As the CEO of Sequachee Valley Electric Cooperative, Mr.

2 unchanged sentences

Peters has been the CEO of Columbia Rural Electric Association in Walla Walla, Washington, since 2018.

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.

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.

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

1 unchanged sentence

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.

As the CEO of Columbia Rural Electric Association, Mr.

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

10 unchanged sentences

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

of 3R Feedlots Inc.

and Director of 3R Feedlots Inc.

in Hawarden, Iowa.

4 unchanged sentences

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.

Roberts served from 2018 to 2025 as the Director and Treasurer of Cardinal Operating Company in Columbus, Ohio.

As a Chief Financial Officer, Mr.

1 unchanged sentence

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.

Roberts’ 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.

Schilreff has been the Executive Vice President and General Manager of Wyrulec Company in Lingle, Wyoming, since 2013.

Prior to joining Wyrulec Company, he served in leadership roles in finance, broadband and the U.S.

As the Executive Vice President and General Manager of Wyrulec Company, Mr.

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

Schilreff 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.

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

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

in Sayre, Oklahoma, since 1986 and as its President from 1993 to 2025.

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

3 unchanged sentences

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.

Ward has been the General Manager of Tallapoosa River Electric Cooperative in LaFayette, Alabama, since 2007.

He has worked for the cooperative since 2001.

Ward is a board member of PowerSouth Energy Cooperative in Andalusia, Alabam a, since 2007.

He is also a board member of the Alabama Rural Electric Association of Cooperatives in Montgomery, Alabama, since 2007.

As the General Manager of Tallapoosa River Electric Cooperative, Mr.

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

Ward 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.

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.

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.

Suggs has served as a Director of Tarheel Electric Membership Association in Raleigh, North Carolina, since 1984.

As Executive Vice President and General Manager of Pitt & Greene Electric Membership Corporation, Mr.

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

Suggs 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’ director term on the CFC board ended on June 15, 2026.

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

From July 2004 to January 2014, he served as its manager of Engineering and Operations.

Hayward has also served as a Director of Meridian Cooperative, formerly known as SEDC, a software cooperative in Atlanta, Georgia, since 2014.

As the General Manager and CEO of North East Mississippi Electric Power Association, Mr.

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

Hayward 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.

Hayward’s director term on the CFC board ended on June 15, 2026.

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 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.

Larson was an ambulatory care officer at West River Health Services from August 2016 to September 2019, and an agricultural banker at Dacotah Bank from October 2012 to January 2015.

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.

Larson’s director term on the CFC board ended on June 15, 2026.

Executive Officers

7 unchanged sentences

Don started his banking career with the Bank of Montreal in New York in 1984 and subsequently was a Vice President for Corporate Banking for The Bank of New York from 1987 to 1990.

Wang joined CFC in 2000.

During her 24 year tenure, Ms.

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

Wang joined CFC in 2000 and has held various positions within CFC’s finance department.

Wang was named Vice President, Capital Markets in June 2017 after having served as Vice President, Capital Markets Relations since June 2012.

12 unchanged sentences

Prior to joining CFC, Mr.

Howard spent over 10 years as an associate at three large law firms in New York and Washington, D.C.

and three years as in-house counsel, including serving as Vice President and General Counsel for Greentech Automotive, a start-up electric vehicle manufacturer, from June 2011 to February 2013.

Howard spent over 10 years as an associate at three large law firms in New York and Washington, D.C., and three years as in-house counsel, including serving as Vice President and General Counsel for Greentech Automotive, a start-up electric vehicle manufacturer, from June 2011 to February 2013.

Captain joined CFC in 1999.

6 unchanged sentences

Department of Agriculture.

Eisenbraun served as a CFC director for District 7 from 2023 to June 2025 and joined CFC as Senior Vice President, Corporate Development in October 2025.

Prior to joining CFC as a Senior Vice President, he was the CEO of High Plains Power, Inc.

in Riverton, Wyoming, from 2021 until September 2025.

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

in Newell, South Dakota, from 2015 to 2020.

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.

26 unchanged sentences

This Code of Ethics is publicly available on our website at www.nrucfc.coop (under the link “Investor Relations/Corporate Governance”).

We will provide to any person without charge, upon request, a copy of the Code of Ethics.

Such requests should be made in writing to the following address:

National Rural Utilities Cooperative Finance Corporation, 20701 Cooperative Way, Dulles, VA 20166, Attention:

Brad Captain, Chief Corporate Affairs Officer.

We anticipate that any waivers of, or amendments to, the Code of Ethics will be posted on our website.

12 unchanged sentences

Our Audit Committee currently consists of 12 directors:

Montgomery (Chairperson), Mr.

Roberts (Vice Chairperson), Mr.

Suggs (Ex Officio), Mr.

Roberts (Chairperson), Mr.

Montgomery (Vice Chairperson), Mr.

McRae (Ex Officio), Mr.

Echternach, Mr.

Eldridge, Mr.

Anthony Larson, Mr.

Shane Larson, Dr.

Metcalf and Mr.

Everhart, Mr.

Shane Larson, Mr.

McDonald 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.

3 unchanged sentences

The Audit Committee meets with our independent registered public accounting firm, internal auditors, CEO and financial management executives to review the scope and results of audits and recommendations made by those persons with respect to internal and external accounting controls and specific accounting and financial reporting issues and to assess corporate risk.

The board has adopted a written policy for the Audit Committee that may be found on our website, www.nrucfc.coop (under the link “Investor Relations/Corporate Governance”).

The board has adopted a written policy for the

Audit Committee that may be found on our website, www.nrucfc.coop (under the link “Investor Relations/Corporate Governance”).

Audit Committee Report

5 unchanged sentences

Submitted by the Audit Committee:

William Andrew Roberts

Jared Echternach

Timothy Eldridge

Anthony Larson

Bruce Anthony Everhart

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.

George Michael McDonald

Ruston Ogburn

The informatio n 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.

(k) Compensation Committee

4 unchanged sentences

Everhart, Mr.

Montgomery and Mr.

Peters 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 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.

2 unchanged sentences

The Compensation Committee reports to the board of directors on its actions and recommendations following committee meetings and meets in executive session without members of management present when making specific compensation decisions.

Although the board has delegated authority to the Compensation Committee with respect to CFC’s executive and general employee compensation programs and practices, the full board of directors also reviews and ratifies CFC’s compensation and benefit programs each year.

Although the board has delegated authority to the Compensation Committee with respect to CFC’s executive and

general employee compensation programs and practices, the full board of directors also reviews and ratifies CFC’s compensation and benefit programs each year.

The Compensation Committee’s charter can be found on our website at www.nrucfc.coop (under the link “Investor Relations/Corporate Governance”).

17 unchanged sentences

The decision to engage Mercer US was made by management and approved by the Compensation Committee.

The aggregate fees paid to Mercer US for executive compensation services to the Compensation Committee during fiscal year 2025 were $83,012.

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.

In fiscal year 2026, the Compensation Committee conducted an evaluation of Mercer US’ independence considering the relevant regulations of the SEC 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 US’s ability to provide independent advice to the Compensation Committee or otherwise present a conflict of interest.

Role of Executive Officers

30 unchanged sentences

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.

2 unchanged sentences

and (iii) operational risk with an analysis of cybersecurity, business operations and information technology, compliance, reputational and talent management.

The periodic reports to the board of directors from management also include reports from various operating groups (e.g., Member Relations, Treasury Operations, Internal Audit, Information Technology and Legal Services), and committees across the organization (e.g., Corporate Credit Committee, Asset Liability Committee, Cybersecurity Committee, Investment Management Committee and the Disclosure Committee).

and the Disclosure Committee).

Management provides reports to the board of directors at each regularly scheduled board meeting, and more frequently as requested by the board of directors, relating to, among other things, the ongoing progress of managing risk at CFC given the ERM framework, management’s responses for the critical business risks identified during the risk assessment process and the status of any gaps or deficiencies, and CFC’s risk profile and trends, as well as emerging risks and opportunities.

11 unchanged sentences

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 incorporated by reference to this Report.

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

Executive Compensation

2 unchanged sentences

The components of our compensation package for the named executive officers (consisting of Mr.

Captain and Mr.

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.

Bradbury and Mr.

Captain) 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 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.

18 unchanged sentences

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 Webster Financial Corporation;

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

The peer group consisted of financial service s organizations Webster Financial Corporation;

Synovus Financial Corp.;

11 unchanged sentences

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 for the peer group companies include:

The elements of compensation reviewed for the peer group companies include the following data aged to August 2026:

• current base salary;

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

• target and actual annual incentive;

• 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);

16 unchanged sentences

Don determined that Ms.

Captain and Mr.

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.

Bradbury and Mr.

Captain 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.

Bradbury received merit increases to their base pay.

Bradbury and Mr.

Captain received merit increases to their base pay.

The increases are included in the total compensation table below.

5 unchanged sentences

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

In May 2026, the Compensation Committee voted to increase the eligible annual cash incentive compensation to up to 60% of base pay for the CEO beginning in fiscal year 2027.

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%.

8 unchanged sentences

The four quadrants for fiscal year 2026, which were the basis for the annual incentive payment, were Member;

Financial Ratios;

Internal Process;

and Employee Engagement.

For fiscal year 2025, the board of directors established six corporate goals within these four quadrants.

and Operational Excellence.

For fiscal year 2026, the board of directors established eight corporate goals within these four quadrants.

The board of directors establishes corporate goals and measures they believe are challenging but achievable if each individual performs well in their role and we meet our internal business plan goals.

The goals for fiscal year 2026 were:

• Member Portfolio Management:

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 Ratios:

Two goals supporting expansion of member participation in CFC loan products and achieving exceptional member satisfaction.

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

1 unchanged sentence

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

• Employee Engagement:

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 four goals were achieved at 100%, and two goals were achieved at 75%.

• Operational Excellence:

Three goals focused on engaging and educating employees to leverage technology to enhance operations;

successfully implementing the Choice borrower program;

and maintaining 100% borrower count.

The determination of the extent to which the eight goals were achieved and, therefore, the amount to be paid out under the annual incentive plan for fiscal year 2026 was confirmed by the board of directors in July 2026.

The board determined that seven goals were achieved at 100%, and one goal was achieved at 75%.

Each goal carries a different weight varying between 5% and 20%, resulting in an aggregate payout of 95% of the total opportunity.

In addition, CFC includes a payout contingency for its executive officers linked to its issuer credit ratings for the fiscal year 2026 annual incentive plan, underscoring the ongoing importance of these ratings in performance evaluation and compensation decisions.

CFC has a 10-year average payou t of 20.69% 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.

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.

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

Despite ending the long-term incentive program, CFC maintained a payout contingency linked to its issuer credit ratings for the fiscal year 2025 annual incentive plan, underscoring the ongoing importance of these ratings in performance evaluation and compensation decisions.

The average payout of base salaries for all employees in the fiscal year 2026 annual incentive plan is 25.11%.

Risk Assessment

9 unchanged sentences

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

In May 2026, the board approved amendments to the EBR to update provisions relating to participant eligibility and payments applicable under the plan in specified circumstances.

The EBR, as amended, became effective on June 2, 2026.

A copy of the EBR is filed as an exhibit to this Annual Report.

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

20 unchanged sentences

Don has an executive agreement with CFC under which he may continue to receive compensation and benefits in certain circumstances after resignation or termination of employment.

The value of his severance package was determined to be appropriate for a CEO and approved by the Compensation Committee as part of his employment contract.

The value of his severance package was determined to

be appropriate for a CEO and approved by the Compensation Committee as part of his employment contract.

No other named executive officers have termination or change-in-control agreements.

7 unchanged sentences

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.

14 unchanged sentences

and Chief Banking 2024 495,000 — 181,500 246,205 9,375 932,080

Brad Captain 2025 458,000 — 204,584 437,212 7,050 1,106,846

Senior Vice President 2024 440,000 — 162,100 137,252 6,717 746,069

and Chief Corporate 2023 426,000 25,000 148,044 — 6,100 605,144

Affairs Officer

Gary Bradbury

3 unchanged sentences

2024 420,000 — 150,900 107,447 9,475 687,822

Brad Captain 2026 479,755 — 209,831 120,117 7,181 816,884

Senior Vice President 2025 458,000 — 204,584 437,212 7,050 1,106,846

and Chief Corporate 2024 440,000 — 162,100 137,252 6,717 746,069

Affairs Officer

____________________________

(1) Includes amounts given as one-time cash awards in lieu of or in addition to base pay increases.

9 unchanged sentences

Don’s spouse) during the fiscal year.

The aggregate automobile and spousal air travel allowance was $50,000 for fiscal year 2026.

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 fiscal years 2025 and 2024 and short-term and long-term incentive plan for fiscal 2023.

The following chart has the amounts paid to each named executive officer under the annual incentive plan in fiscal years 2026, 2025 and 2024 and long-term incentive plan for fiscal year 2024.

Name Year Annual Incentive Plan (1)

10 unchanged sentences

2024 158,400 39,600 23,100

Brad Captain 2025 172,208 — —

Gary Bradbury

2026 175,667 — —

2025 170,704 — —

Gary Bradbury

2024 134,400 33,600 16,500

Brad Captain 2026 174,631 — —

2025 172,208 — —

(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.

2024 140,800 35,200 21,300

(1) Includes amounts equal to 100% of the total opportunity achieved in fiscal years 2026 and 2025.

For fiscal year 2024, the annual incentive 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.

4 unchanged sentences

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

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

$ — $ 551,707 $ 551,707

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

— 219,564 219,564

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

— 218,400 218,400

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

— 183,200 183,200

Gary Bradbury

— 193,041 193,041

— 191,902 191,902

Employment Contracts

4 unchanged sentences

In addition, pursuant to the Agreement, Mr.

Don is entitled to certain payments in the event of his termination other than for cause (e.g., Mr.

Don is entitled to certain payments in the event of his

termination other than for cause (e.g., Mr.

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

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

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

Pension Benefits Table

19 unchanged sentences

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

The details of theses distributions are shown in the Pension Benefits table below.

The details of these distributions are shown in the Pension Benefits table below.

The following table contains the years of service, the present value of the accumulated benefit for the named executive officers listed in the “Summary Compensation Table” as of May 31, 2026, as calculated by NRECA and distributions from the plans for the fiscal year then ended.

8 unchanged sentences

Joel Allen NRECA Retirement Security Plan 34.66 4,216,335 —

Brad Captain NRECA Retirement Security Plan 25.33 2,008,130 —

Gary Bradbury

NRECA Retirement Security Plan 24.00 1,650,954 —

Brad Captain NRECA Retirement Security Plan 26.33 2,128,247 —

___________________________

2 unchanged sentences

All named executive officers have credited years of service only with CFC.

(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.

(2) Amount represents the actuarial present value of the named executive officer’s accumulated benefit under this plan as of May 31, 2026, as provided by the plan administrator, NRECA, using interest rates rangin g from 4.06% to 5.93% per annum and mortality according to tables prescribed by the IRS as published in Revenue Rulings 2001-62 and 2007-67.

(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.

Bradbury continue to have a risk of forfeiture of the benefits under the EBR;

Don during fiscal year 2026 were as a result of him no longer being at risk of forfeiture with respect to these amounts provided

under the EBR plan.

Bradbury and Mr.

Captain continue to have a risk of forfeiture of the benefits under the EBR;

therefore, no payments have been made.

24 unchanged sentences

Joel Allen — — — — —

Brad Captain 23,000 — 184,526 — 1,638,206

Gary Bradbury

Brad Captain 23,500 — 364,450 — 2,026,156

___________________________

13 unchanged sentences

“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.

20 unchanged sentences

Name Total Fees Earned

Anderson $ 67,500

Anthony Larson $ 90,000

Hampton 95,000

Janorschke 90,000

Brent McRae 100,000

1 unchanged sentence

Darick Eisenbraun

Dennis Fulk 90,000

Donnie Bidegain

Anthony Norton 100,000

Jeanette Ingrid Kessler

George Michael McDonald 90,000

Jared Echternach 95,000

Jeanette Ingrid Kessler

Jeffrey Allen Rehder 90,000

John Metcalf 90,000

Laura Phillips 90,000

Suggs 100,000

Michael Partin

Bailey 90,000

Ryan Schilreff 60,000

Scott Peters 90,000

Timothy Eldridge 90,000

Roberts 90,000

William Keith Hayward 90,000

14 unchanged sentences

We, therefore, enter into loan and guarantee transactions with members of which our officers and directors are officers, directors, trustees, alternative directors or trustees, or employees in the ordinary course of our business.

All related credits are reviewed from time to time by our internal Corporate Credit Committee, which monitors our extensions of credit, and our independent third-party reviewer, which reviews our credit-extension policies on an annual basis.

All related credits are reviewed from time to time by our internal Corporate Credit Committee, which monitors our extensions of credit and credit-extension policies on an annual basis.

All loans, including related credits, are approved in accordance with an internal credit approval matrix, with each level of risk or exposure potentially escalating the required approval from our lending staff to management, a credit committee or the board of directors.

10 unchanged sentences

Related-Person Transactions

The following table contains the total compensation earned by CFC’s executive officers during the year ended May 31, 2025 who are not named executive officers but meet the definition of a “related person” as described above.

The following table contains the total compensation earned by CFC’s executive officers during the fiscal year ended May 31, 2026 who are not named executive officers but meet the definition of a “related person” as described above.

Total compensation disclosed below is made up of the same components included in the “Summary Compensation Table” under “Item 11.

6 unchanged sentences

Senior Vice President, Strategic Services

Darick Eisenbraun

Senior Vice President, Corporate Development 487,140

Independence Determinations

16 unchanged sentences

Based on the criteria above, the board of directors has determined that the directors listed below are independent for the period of time served by such directors during fiscal year 2026.

The board determined that none of the directors listed below had any of the relationships listed in (i)—(v) above or any other material relationship that would compromise their independence.

The board determined that none of the directors listed below

had any of the relationships listed in (i)—(v) above or any other material relationship that would compromise their independence.

Independent Directors

Abel II Thomas A.

Donnie Bidegain

Jared Echternach Timothy Eldridge Bruce Anthony Everhart

Dennis Fulk (2)

Abel II Donnie Bidegain Jared Echternach

Timothy Eldridge Bruce Anthony Everhart

Jeanette Ingrid Kessler

Anthony Larson Brent McRae John Metcalf

Anthony Norton (2)

Anthony Larson (1)

George Michael McDonald Brent McRae

Michael Partin

Jeffrey Allen Rehder

Laura Phillips Jeffrey Allen Rehder

Ryan Schilreff Mark A.

____________________________

(1) This director served during fiscal year 2026;

effective Ma rch 11, 2 025.

(2) This director served during fiscal year 2025;

until June 15, 2026.

2 unchanged sentences

The independent registered public accountants report directly to the Audit Committee, and the Audit Committee is responsible for the resolution of disagreements between management and the independent registered public accountants.

Consistent with U.S.

Securities and Exchange Commission requirements, the Audit Committee has adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accountants, provided such services do not impair the independent public accountant’s independence.

Consistent with SEC requirements, the Audit Committee has adopted a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accountants, provided such services do not impair the independent public accountant’s independence.

KPMG, LLP was our independent registered public accounting firm for the fiscal years ended May 31, 2026 and 2025.

KPMG, LLP has advised the Audit Committee that they are independent accountants with respect to CFC, within the meaning of standards established by the Public Company Accounting Oversight Board and federal securities laws administered by the U.S.

Securities and Exchange Commission.

The following table displays the aggregate estimated or actual fees for professional services provided by KPMG, LLP in fiscal years 2026 and 2025, including fees for the 2026 and 2025 audits.

6 unchanged sentences

Audit-related fees (2)

All other fees (4)

Total $ 2,275 $ 2,188

5 unchanged sentences

(3) Tax fees consisted of assistance with matters related to tax compliance and consulting.

(4) All other fees for fiscal year 2024 consisted of fees for our sustainability bond agreed-upon procedures.

Exhibits and Financial Statement Schedules

13 unchanged sentences

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

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

3.2 — Amended Bylaws as approved by CFC’s members on June 30, 2025.

Incorporated by reference to Exhibit 3.2 to our Form 10-K filed on August 5, 2025.

4.1 — Description of Securities.

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

Incorporated by reference 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.

Incorporated by reference 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.

6 unchanged sentences

Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 filed on April 5, 1995 (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 ).

4.7 — 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-3ASR filed on March 21, 2025 (Registration No.

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

7 unchanged sentences

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 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 .

10.1^* — Plan Document for CFC’s Executive Benefit Restoration Plan effective as of January 1, 2015 and as amended and restated on June 1, 2026.

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

Incorporated by reference to Exhibit 10.6 to our Form 10-K filed on August 28, 2014.

— Plan Document for CFC ’ s Executive Benefit Restoration Plan dated December 9, 2014.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on April 13, 2015.

— Employment Agreement, entered into and effective as of March 10, 2021, between the Company and J.

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 5, 2024.

— Supplemental Executive Retirement Plan of the Company, effective January 1, 2015.

Incorporated by reference to Exhibit 10.2 to our Form 8-K filed on December 23, 2014.

10.5 — Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2025.

3 unchanged sentences

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.

10.7 — Amendment No.

2 dated as of December 5, 2024 to the Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2027.

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

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

3 unchanged sentences

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

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.

10.10 — Amendment No.

2 dated as of December 5, 2024 to the Amended and Restated Revolving 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.

10.11 — Amendment No.

3 dated as of November 12, 2025 to the Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2028.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 13, 2026.

10.12 Amendment No.

3 dated as of November 12, 2025 to the Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2029.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 13, 2026.

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.

66 unchanged sentences

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.

10.47 — Series V Bond Purchase Agreement between the Registrant, the Federal Financing Bank and the Rural Utilities Service, 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.

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

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

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

10.49 — Series W Bond Purchase Agreement between the Registrant, the Federal Financing Bank and Rural Utilities Service dated as of January 29, 2026 for up to $450,000,000.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on April 10, 2026.

10.50 — Series W Future Advance Bond from the Registrant to the Federal Financing Bank dated as of January 29, 2026 for up to $450,000,000 maturing on July 15, 2060.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on April 10, 2026.

10.51 — Twelfth Amended, Restated and Consolidated Pledge Agreement dated as of January 29, 2026 between the Registrant, the Rural Utilities Services and U.S.

Bank National Association.

Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on April 10, 2026.

10.52 — Twelfth Amended, Restated and Consolidated Bond Guarantee Agreement dated as of January 29, 2026 between the Registrant and the Rural Utilities Services.

Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed on April 10, 2026.

10.53 — 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.

10.53 — 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.

10.55 — Fifth Amended and Restated First Supplemental Note Purchase Agreement dated January 14, 2025 for up to $6,500,000,000 between the Registrant and Federal Agricultural Mortgage Corporation.

Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on April 11, 2025.

10.56 — Third Amended Restated and Consolidated 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.

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on April 11, 2025.

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

11 unchanged sentences

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

— 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.

97.1* — CFC Organization Policy 2.15 - Clawback Policy adopted December 9, 2025 .

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 5th day of August 2025 .

NATIONAL RURAL UTILITIES COOPERATIVE

3 unchanged sentences

Signature Title Date

ANDREW DON Chief Executive Officer August 5, 2025

/s/ YU LING WANG Senior Vice President and Chief Financial Officer August 5, 2025

/s/ PANKAJ SHAH Vice President and Controller

(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

ANDREW DON Chief Executive Officer July 31, 2026

/s/ YU LING WANG Senior Vice President and Chief Financial Officer July 31, 2026

/s/ PANKAJ SHAH Vice President and Chief Accounting Officer

(Principal Accounting Officer) July 31, 2026

/s/ BRENT MCRAE President and Director July 31, 2026

/s/ SHANE LARSON Vice President and Director July 31, 2026

/s/ DONNIE BIDEGAIN Secretary-Treasurer and Director July 31, 2026

Donnie Bidegain

/s/ CHARLES A.

ABEL II Director August 5, 2025

ABEL II Director July 31, 2026

/s/ JOHN BARTLEY

Director August 5, 2025

/s/ DONNIE BIDEGAIN Director August 5, 2025

Donnie Bidegain

/s/ JARED ECHTERNACH Director August 5, 2025

Director July 31, 2026

/s/ JARED ECHTERNACH Director July 31, 2026

Jared Echternach

/s/ TIMOTHY ELDRIDGE Director August 5, 2025

/s/ TIMOTHY ELDRIDGE Director July 31, 2026

Timothy Eldridge

/s/ BRUCE ANTHONY EVERHART Director August 5, 2025

/s/ BRUCE ANTHONY EVERHART Director July 31, 2026

Bruce Anthony Everhart

/s/ WILLIAM KEITH HAYWARD Director August 5, 2025

William Keith Hayward

/s/ GARY FISH Director

July 31, 2026

/s/ MICHAEL J.

Director August 5, 2025

Director July 31, 2026

/s/ JEANETTE INGRID KESSLER

Director August 5, 2025

Director July 31, 2026

Jeanette Ingrid Kessler

/s/ ANTHONY LARSON Director August 5, 2025

Anthony Larson

/s/ GEORGE MICHAEL MCDONALD

Director August 5, 2025

Director July 31, 2026

George Michael McDonald

/s/ JOHN METCALF Director August 5, 2025

/s/ JOHN METCALF Director July 31, 2026

/s/ KENDALL J.

Director August 5, 2025

Director July 31, 2026

/s/ RUSTON OGBURN Director July 31, 2026

Ruston Ogburn

/s/ MICHAEL PARTIN

Director August 5, 2025

Director July 31, 2026

Michael Partin

/s/ SCOTT PETERS

Director August 5, 2025

Director July 31, 2026

/s/ LAURA PHILLIPS

Director August 5, 2025

Director July 31, 2026

Laura Phillips

/s/ JEFFREY ALLEN REHDER Director August 5, 2025

/s/ JEFFREY ALLEN REHDER Director July 31, 2026

Jeffrey Allen Rehder

/s/ WILLIAM ANDREW ROBERTS

Director August 5, 2025

William Andrew Roberts

/s/ WILLIAM A.

ROBERTS Director July 31, 2026

/s/ RYAN SCHILREFF Director July 31, 2026

Ryan Schilreff

/s/ JAMES TAYLOR

Director August 5, 2025

Director July 31, 2026

/s/ LEWIS WARD Director July 31, 2026

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