Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. At the end of the period covered by this Report, based on this evaluation process, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
The management of National Rural Utilities Cooperative Finance Corporation (“we,” “our” or “us”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed under the supervision of management, including the Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of ours are being made only in accordance with authorizations of management and our directors;
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or dispositions of our assets that could have a material effect on our financial statements; and
(iv) ensure disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Any system of internal control, no matter how well designed, has inherent limitations, including but not limited to the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of internal control over financial reporting as of May 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (“2013 Framework”).
Based on management’s assessment and those criteria, management believes that we maintained effective internal control over financial reporting as of May 31, 2026.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the U.S. Securities and Exchange Commission that permit us to furnish only management’s report with this Annual Report on Form 10-K.
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Changes in 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.
By: /s/ J. ANDREW DON By: /s/ YU LING WANG
J. Andrew Don Yu Ling Wang
Chief Executive Officer Senior Vice President and Chief Financial Officer
July 31, 2026 July 31, 2026
By: /s/ PANKAJ SHAH
Pankaj Shah
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
July 31, 2026
Item 9B. Other Information
None .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
(a) Directors
Name Age Director
Since Date Present
Term Expires
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
Charles A. Abel II 57 2022 2028
John Bartley
50 2024 2027
Jared Echternach 54 2021 2027
Timothy Eldridge 68 2021 2027
Bruce Anthony Everhart
70 2022 2029
Gary Fish (1)
68 2026 2029
Michael J. Heinen
63 2021 2027
Jeanette Ingrid Kessler (2)
63 2025 2027
George Michael McDonald 64 2025 2028
John Metcalf 61 2021 2027
Kendall J. Montgomery
62 2020 2028
Ruston Ogburn (1)
48 2026 2029
Michael Partin (2)
59 2024 2027
Scott Peters 59 2025 2028
Laura Phillips 68 2025 2028
Jeffrey Allen Rehder 59 2020 2027
William A. Roberts 66 2025 2028
Ryan Schilreff (3)
53 2025 2029
James Taylor 71 2025 2028
Lewis Ward (1)
53 2026 2029
Mark A. Suggs (4)
69 2020 2026
William Keith Hayward (4)
61 2020 2026
Anthony Larson (4)
52 2020 2026
____________________________
(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.
Under CFC’s bylaws, the board of directors shall be composed of the following individuals:
• 20 directors, which must include one general manager and one director of a member system from each of 10 districts (but no more than one director from each state except in a district where only one state has members);
• two directors designated by NRECA; and
• if the board determines at its discretion that an at-large director shall be elected, one at-large director who satisfies the requirements of an audit committee financial expert as defined by the Sarbanes-Oxley Act of 2002 and is a trustee, director, manager, chief executive officer or chief financial officer of a member.
The 20 district-level directors are each elected by a vote of the members within the district for which the director serves. The at-large director who satisfies the requirements of an audit committee financial expert, is elected by the vote of all members.
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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
Title Name Age Held Present
Office Since (1)
President and Director Brent McRae
66 2026 (2)
Vice President and Director Shane Larson
63 2026 (2)
Secretary-Treasurer and Director Donnie Bidegain 48 2026 (2)
Chief Executive Officer J. Andrew Don 66 2021
Senior Vice President and Chief Financial Officer Yu Ling Wang 51 2021
Senior Vice President and Chief Banking Officer Joel Allen 60 2014
Senior Vice President and General Counsel Nathan Howard 50 2022
Senior Vice President and Chief Corporate Affairs Officer Brad L. Captain 56 2014
Senior Vice President, Corporate Development Darick Eisenbraun 34 2025
Senior Vice President and Chief Risk Officer Gholam M. Saleh 54 2021
Senior Vice President and Chief Operating Officer Gary Bradbury 55 2021
Senior Vice President and Chief Relationship Management Officer
Jill Maison 61 2023
Senior Vice President, Strategic Services
Amy Luongo
53 2024
___________________________
(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 (“CEO”) serves at the pleasure of the board of directors; and the other executive officers serve at the pleasure of the Chief Executive Officer.
(c) Identification of Certain Significant Employees
Not applicable.
(d) Family Relationships
No family relationship exists between any director or executive officer and any other director or executive officer of the registrant.
(e) (1) and (2) Business Experience and Directorships
Following is biographical information about the business experience for each member of the CFC Board of Directors and executive officers.
Directors
Mr. McRae has served as a Director of McCone Electric Cooperative, Inc. in Circle, Montana, since 2009. He also served as an alternate director of Central Montana Electric Power Cooperative, Inc. in Great Falls, Montana, from March 2018 to
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March 2021. Mr. McRae has served as a Director of the Montana Electric Cooperatives’ Association, Inc. in Great Falls, Montana, since 2011 and served as its board president from October 2013 until October 2021. He has been a self-employed rancher since 1989. As a Director of McCone Electric Cooperative, Inc., Mr. McRae has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. 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. Mr. 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.
Mr. 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. Mr. 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. Mr. Bidegain has owned and managed Bidegain Farms, LLC since 2003 and has managed Sunny State Products, Inc. since 2022. 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.
Mr. 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, and the Board Policy Review Committee. Additionally, Mr. 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. Abel was employed by High Country Bank as a commercial loan officer from May 2019 through October 2020. Prior to May 2019, he was a majority equity owner and managing principal for Abel & Eggleston, CPAs, LLC since 2008. As a Director of Sangre de Cristo Electric Association, Mr. Abel has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. Bartley has been the CEO of Gulf Coast Electric Cooperative, Inc. in Wewahitchka, Florida, since 2013. He has been a Certified Public Accountant since 2001 and a Certified Fraud Examiner since 2011. As the CEO of Gulf Coast Electric Cooperative, Inc., Mr. Bartley has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. Echternach has been President and CEO of Beltrami Electric Cooperative Inc. in Bemidji, Minnesota, since 2016, and a Director of Cooperative Development, LLC, its subsidiary, since 2016. He also served as CEO of North Itasca Electric Cooperative Inc. in Big Fork, Minnesota, from 2012 to 2016. Mr. Echternach has also served as President and Director of the Greater Bemidji Economic Development Corporation in Bemidji, Minnesota, since 2016, and as a Director of Security Bank USA in Bemidji, Minnesota, since 2020. As the President and CEO of Beltrami Electric Cooperative, Inc., Mr. Echternach has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. Eldridge has served as a Director of Fleming-Mason Energy Cooperative, Inc. in Flemingsburg, Kentucky, since 2000, and as a Director of East Kentucky Power Cooperative, Inc. in Winchester, Kentucky, since 2014. He also served as Treasurer of East Kentucky Power Cooperative, Inc. from 2024 to 2026. Mr. Eldridge is now serving as the Vice Chairman
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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. 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. As a Director of Fleming-Mason Energy Cooperative, Inc., Mr. Eldridge has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. Eldridge 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.
Mr. Everhart has served as a Director of RushShelby Energy Rural Electric Cooperative, Inc. in Manilla, Indiana, since July 2017. Mr. Everhart has also served on the Finance Committee of RushShelby Energy Rural Electric Cooperative, Inc. since July 2021. He has served as a Finance Committee member of the Indiana State Fair Commission, Hereford Legacy Fund and the Hereford Youth Foundation. Mr. Everhart was a Vice President of Wells Fargo Bank from 1988 until 2018. As a Director of RushShelby Energy Rural Electric Cooperative, Inc., Mr. Everhart has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. 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.
Mr. Heinen has been General Manager and CEO of Jefferson Davis Electric Cooperative, Inc. in Jennings, Louisiana, since 1999. He has also served as a Director of the Association of Louisiana Electric Cooperatives in Baton Rouge, Louisiana, since 1999. 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. 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.
Dr. 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. Dr. 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.
Mr. 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. Mr. 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.
Mr. Metcalf has been President and CEO of Mid-Ohio Energy Cooperative Inc. in Kenton, Ohio, since 2003. He has also served as a Director and Vice Chairman of Buckeye Power Inc. in Columbus, Ohio, since 2003, and has served on its Audit Committee since 2016. As the President and CEO of Mid-Ohio Energy Cooperative Inc., Mr. Metcalf has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. Metcalf 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.
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Mr. Montgomery has been General Manager and CEO of Fort Belknap Electric Cooperative, Inc. in Olney, Texas, since August 2003. Additionally, Mr. Montgomery has been CEO of Fort Belknap Services Corporation since August 2003, and CEO of Link Field Services, Inc. since August 2003, both subsidiaries of Fort Belknap Electric Cooperative, Inc. Mr. Montgomery has been an alternate director of Brazos Electric Power Cooperative, Inc. in Waco, Texas, since August 2003. He has also been a Certified Public Accountant since 1988. As the General Manager and CEO of Fort Belknap Electric Cooperative, Inc., Mr. Montgomery has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. 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.
Mr. Partin has been the CEO of Sequachee Valley Electric Cooperative in South Pittsburg, Tennessee, since 1998. Mr. 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. Partin has acquired extensive experience and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. 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. 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. Mr. Peters has served as a Director of Pacific Northwest Generating Cooperative in Clackamas, Oregon, since 2024. 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.
Mrs. 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.
Mr. 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. He has served as a Director of Rivers Edge Bank, in Marion, South Dakota, since 2007. Since 2007, he has also served as a Director of First State Associates, a bank holding company in Hawarden, Iowa, and served as its chairman from 2020 until 2022. Since 2010, he has served as President of Rehder Farms Inc. and Director of 3R Feedlots Inc. in Hawarden, Iowa. As a Director of North West Rural Electric Cooperative, Mr. Rehder has acquired extensive experience with and knowledge of the rural electric cooperative industry and, therefore, we believe Mr. 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.
Mr. 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. Mr. Roberts served from 2018 to 2025 as the Director and Treasurer of Cardinal Operating Company in Columbus, Ohio. 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. 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.
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Mr. 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. Navy. 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.
Mr. Taylor has served as a Director of Northfork Electric Cooperative, Inc. 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. Mr. 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.
Mr. Ward has been the General Manager of Tallapoosa River Electric Cooperative in LaFayette, Alabama, since 2007. He has worked for the cooperative since 2001. Mr. 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.
Mr. Suggs has served as Executive Vice President and General Manager of Pitt & Greene Electric Membership Corporation in Farmville, North Carolina, since September 1983. Mr. 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. Mr. Suggs’ director term on the CFC board ended on June 15, 2026.
Mr. 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. Mr. 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. Mr. Hayward’s director term on the CFC board ended on June 15, 2026.
Mr. 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. Mr. 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. Mr. Larson’s director term on the CFC board ended on June 15, 2026.
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Executive Officers
Mr. Don joined CFC in September 1999 as Director of Loan Syndications and became Vice President of Capital Market Relations in June 2005. In June 2010, Mr. Don was named CFC’s Senior Vice President and Treasurer, and on July 1, 2013, he became Senior Vice President and Chief Financial Officer. Effective May 3, 2021, Mr. Don assumed the position of Chief Executive Officer. Prior to joining CFC, he held the position of Vice President and Manager of the Washington, D.C. Office for The Bank of Tokyo-Mitsubishi. Mr. 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.
Ms. Wang joined CFC in 2000 and has held various positions within CFC’s finance department. Ms. Wang was named Vice President, Capital Markets in June 2017 after having served as Vice President, Capital Markets Relations since June 2012. Effective May 3, 2021, Ms. Wang became Senior Vice President and Chief Financial Officer.
Mr. Allen joined CFC in 1990. Throughout his career with CFC, Mr. Allen has held various positions. He served as a Director, Portfolio Management through 2010 and as Vice President, Portfolio Management from 2010 until April 2014, when he became Senior Vice President, Member Services. Effective February 1, 2023, Mr. Allen was named Senior Vice President and Chief Banking Officer.
Mr. Howard joined CFC in 2014 as Corporate Counsel in the Legal Services Group. He became Senior Corporate Counsel in 2015 and Assistant General Counsel in December 2020. Effective April 25, 2022, Mr. Howard became Senior Vice President and General Counsel. 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.
Mr. Captain joined CFC in 1999. He served as Vice President, Government Relations until 2010 when he became Vice President, Corporate Communications. In January 2014, Mr. Captain served as Vice President, Corporate Relations until April 2014 when he became Senior Vice President, Corporate Relations. Effective June 1, 2021, Mr. Captain became Senior Vice President and Chief Corporate Affairs Officer. Prior to joining CFC, he worked as a Special Assistant to the Undersecretary of Rural Development at the U.S. Department of Agriculture.
Mr. 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.
Mr. 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. Mr. 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. Effective June 1, 2021, Mr. Saleh was named Senior Vice President and Chief Risk Officer.
Mr. 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.
Mrs. Maison joined CFC in 2005 as an Associate Vice President. She held various positions in Credit Risk Management and G&T Lending from 2005 to June 2015. In June 2015, she became Regional Vice President, G&T until becoming Director, G&T Relationship Management in January 2019. From June 2021 until January 2023 she served as Vice President, G&T. 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.
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Mrs. 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
None to our knowledge.
(g) Promoters and Control Persons
Not applicable.
(h) Code of Ethics
We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K. This Code of Ethics applies to our principal executive officer, principal financial officer and principal accounting officer. 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.
(i) Nominating Committee
Our board of directors does not have a standing nominating committee. As described above under “Item 10(a) Directors,” 20 of our directors are each elected by members in the district for which the director serves. To nominate director candidates, at the district meeting before the meeting at which candidates are to be elected from such district, a nominating committee is elected composed of one person from each state within the district. Each member of these nominating committees must be a trustee, director or manager of one of our members. Each district nominating committee then submits the names of two or more nominees for each position in the district for which an election is to be held. We provide members of nominating committees with director guidelines to use in reviewing applications from potential candidates. One or more candidates for the at-large director position who satisfies the requirements of an audit committee financial expert are nominated by our board of directors if the board determines that it is appropriate to fill the seat. 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.
(j) Audit Committee
Our Audit Committee currently consists of 12 directors: Mr. Roberts (Chairperson), Mr. Montgomery (Vice Chairperson), Mr. McRae (Ex Officio), Mr. Abel, Mr. Echternach, Mr. Eldridge, Mr. Everhart, Mr. Heinen, Dr. Kessler, Mr. Shane Larson, Mr. McDonald and Mr. Ogburn . 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 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. 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
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Audit Committee that may be found on our website, www.nrucfc.coop (under the link “Investor Relations/Corporate Governance”).
Audit Committee Report
The Audit Committee completed its review and discussions with management regarding our audited financial statements for the year ended May 31, 2026. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 1301, and received from the independent accountants written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the accountants their independence.
Based on the review and discussions noted above, the Audit Committee recommended to the board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended May 31, 2026 for filing with the U.S. Securities and Exchange Commission (the “SEC”).
Submitted by the Audit Committee:
William A. Roberts
Kendall J. Montgomery
Brent McRae
Charles A. Abel II
Jared Echternach
Timothy Eldridge
Bruce Anthony Everhart
Michael J. Heinen
Jeanette Ingrid Kessler
Shane Larson
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
Role of the Compensation Committee
Our Compensation Committee currently consists of seven directors: Mr. McRae, Mr. Shane Larson, Mr. Bidegain, Mr. Bartley, Mr. Everhart, Mr. Peters and Mr. Roberts. 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. The Compensation Committee has delegated authority to the CEO for evaluating the performance and approving the annual base compensation for all of the other named executive officers as identified in the “Summary Compensation Table” below. Other than the CEO, no other named executive officer makes decisions regarding executive compensation.
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
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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”).
The Compensation Committee’s Processes
The Compensation Committee has established a process to assist in ensuring that CFC’s executive compensation program is achieving its objectives. Prior to the start of each fiscal year, the board of directors approves performance measures for the “Corporate Balanced Scorecard,” which is the basis for the annual incentive plan. The Compensation Committee reviews and assesses the accomplishment of goals as of the end of the fiscal year and determines whether to authorize the payment of incentive compensation. This authorization is then submitted to the full board of directors for ratification.
The CFC Board of Directors is provided an opportunity to rate the CEO’s performance and provide feedback on competencies to include strategy, people, external stakeholders and leadership. The President, Vice President and Secretary-Treasurer of the Board of Directors meet annually with the CEO to review his performance based on the board assessment as well as individual achievements, contribution to CFC’s performance and other leadership accomplishments. In determining the CEO’s base pay, the Compensation Committee subjectively considers the results of the board performance assessment as well as a variety of corporate performance measures, including financial metrics, portfolio management, customer satisfaction and market share, industry leadership, and peer group compensation data provided by the compensation consultant, as discussed below.
Role of Compensation Consultant
In fiscal year 2026, the Compensation Committee hired Mercer (US) Inc. (“Mercer US”) to advise it on the CEO’s compensation as compared with the compensation of CEOs of peer group organizations. Through discussions with the Compensation Committee, Mercer US established a peer group of companies to use in assessing the competitiveness of the CEO’s compensation (see “Compensation Discussion and Analysis — Compensation Analysis” section below). Mercer US advised the Compensation Committee through an assessment of compensation data from this peer group using a one-year compensation analysis, which assesses CFC’s CEO compensation and the compensation of peer CEOs for the most recent fiscal year. The elements of compensation reviewed include current base pay, target and actual annual incentives, actual long-term incentive granted as well as long-term incentive payouts, and total direct compensation. Mercer US did not determine or provide the Compensation Committee with a specific recommendation on any component of executive compensation; it only reviewed benchmark data and discussed what is generally occurring with executive compensation. During fiscal year 2026, Mercer US provided CFC services with respect to general compensation data and benefit administration. The decision to engage Mercer US was made by management and approved by the Compensation Committee.
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
As described above, the Compensation Committee has delegated the authority for making base pay decisions for the other named executive officers to the CEO. The CEO exercises his judgment to set base pay rates, based on general market data, overall corporate performance and leadership accomplishments. For additional information about the CEO’s role in compensation decisions, see “Compensation Discussion and Analysis — Base Pay” section below.
(l) Section 16(a) Beneficial Ownership Reporting Compliance
Not applicable.
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(m) Board Leadership Structure and Role of Risk Oversight by the Board of Directors
Board Leadership Structure
The positions of CEO and president of the CFC Board of Directors are held by two separate individuals. The president must be a member of the board of directors and is elected annually by the board of directors. The president of the CFC Board of Directors has authority, among other things, to appoint members of the board to standing committees, to appoint a vice chairperson to each board standing committee and to appoint members to ad-hoc board committees. The president of the board presides over board meetings, sets meeting agendas and determines materials to be distributed to the board. Accordingly, the board president has substantial ability to influence the direction of the board. CFC believes that separation of the positions of board president and CEO reinforces the independence of the board in its oversight of CFC’s business and affairs. CFC also believes that this leadership structure is appropriate in light of the cooperative nature of the organization. The board of directors appoints the CEO. The CEO is not a member of the board of directors. If the CEO position becomes vacant, the board of directors will appoint an interim CEO who will exercise the responsibilities of the CEO until a permanent CEO is selected by the board of directors.
Board Role in Risk Oversight
The board of directors has responsibility for the oversight and strategic direction of CFC’s Enterprise Risk Management (“ERM”) framework. The board of directors has adopted a comprehensive risk-management policy that describes the roles and responsibilities of the board and management within an established framework for identifying and managing risks. The board of directors reviews the risk-management policy annually and updates it accordingly. The board of directors has also developed a risk-management philosophy, which is periodically assessed and, if appropriate, updated. It states CFC’s set of shared beliefs and attitudes on how risk is considered from strategy development and implementation to our operations.
The board of directors’ policy sets forth the primary objectives of CFC’s ERM, which are to implement a process by which all important risks are identified, measured, assessed, managed and monitored in a comprehensive and effective manner; and to categorically group, inventory, analyze and oversee all relevant risks by way of a structured reporting and analytics framework for the board of directors and senior management.
The ERM framework is intended to provide a holistic view of key risks that may impact CFC’s strategic objectives. ERM provides CFC with a process that allows CFC to become more anticipatory and effective at evaluating and managing uncertainties, objectively and proactively. The ERM process is focused on categorically measuring and assessing key risks across three broad groupings of risk, namely credit risk, financial risk and operational risk. The process of assessing key risks is performed quarterly and within the context of CFC’s strategic objectives, mission, values, culture, conservative risk-management philosophy and established risk guidelines. The framework provides a consistent approach for identifying CFC’s key risks and determining appropriate responses in light of the board of directors’ strategic objectives.
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. 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.
In fulfilling its risk-management oversight duties, the board of directors receives periodic reports on business activities and risk-management activities from management, including but not limited to detailed risk assessment of (i) credit risk including an analysis of CFC’s loan portfolio, counterparty credit risk exposure (e.g., derivatives counterparties) and the corporate investment portfolio; (ii) financial risk including an analysis of liquidity and funding risk, capital management and leverage, financial performance and interest rate risk; 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
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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.
Trading Policy
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 Polic y”). A copy of the Insider Trading Policy has been incorporated by reference to this Report.
Clawback Policy
In October 2023, our board of directors adopted a clawback policy as required by Rule 10D-1 of the Exchange Act (the “Clawback Policy”). The Clawback Policy applies to our current and former executive officers, which includes our chief executive officer, all senior vice presidents, our vice president and controller or anyone holding equivalent positions within the company. The policy provides for the recoupment of certain incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. This includes any necessary restatement to correct an error in previously issued financial statements that is material to those statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected.
Under the policy, incentive-based compensation is defined as any compensation paid pursuant to CFC’s annual incentive plan and any other compensation that is based in whole or in part on the attainment of a financial reporting measure. The incentive-based compensation eligible for recovery under this policy includes compensation received during the three completed fiscal years immediately preceding the date we are required to prepare an accounting restatement, as outlined above. 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 current Clawback Policy has been incorporated by reference to this Report.
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Item 11. Executive Compensation
Compensation Discussion and Analysis
Executive Compensation Philosophy and Objectives
The components of our compensation package for the named executive officers (consisting of Mr. Don, Ms. Wang, Mr. Allen, Mr. 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. 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:
• annual base pay;
• an annual cash incentive that is based on the combination of achievement of short-term (one-year) corporate goals and individual performance; and
• retirement, health and welfare and other benefit programs.
While all elements of executive compensation work together to provide a competitive compensation package, each element of compensation is determined independently of the other elements.
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. 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. The annual incentive component of compensation reflects both the performance of the organization and its success in achieving corporate performance metrics established by the board of directors and the executive officer’s individual performance.
Retention —CFC’s success is due in large part to the relationship between our employees and our members. This makes the retention of employees, including the named executive officers, vital to our business and long-term success. The compensation package, particularly the retirement benefits, assist in the retention of a highly qualified management team.
Compensation Analysis
In fiscal year 2026, 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 six members of the Farm Credit System and 11 regional banks and financial services companies.
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.; Navient Corporation; BankUnited, Inc.; Hancock Whitney Corporation; Commerce Bancshares, Inc.;
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Federal Agricultural Mortgage Corporation; SLM Corporation; OneMain Holdings, Inc.; Rocket Companies, Inc.; 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 for the peer group companies include the following data aged to August 2026:
• current base salary;
• 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);
• sign-on awards, special awards and mega-grants annualized over the term of the employment contract or the vesting schedule; and
• 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 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. As a result, the CEO considers data from surveys covering a larger and broader group of for-profit companies in setting compensation for the other named executive officers than the Compensation Committee considers in setting compensation for the CEO. The CEO considered the data to gain a general understanding of current compensation practices at institutions of similar asset size to CFC; he did not review or consider underlying data pertaining to individual organizations comprising any of the survey groups. Instead, the CEO considered the aggregate compensation data to enhance his understanding of current practices in setting compensation at competitive levels.
Elements of Compensation
Base Pay — Our philosophy is to provide annual base pay that reflects the value of the job in the marketplace, as well as employee experience, skills and tenure within a salary range. 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, 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 $1,489,610 effective June 1, 2026.
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.
Mr. Don determined that Ms. Wang, Mr. Allen, Mr. 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. Wang, Mr. Allen, Mr. Bradbury and Mr. Captain received merit increases to their base pay. The increases are included in the total compensation table below.
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Annual Incentive — Our annual cash incentive program for fiscal year 2026 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 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 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. 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%. 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. Corporate performance is measured using a balanced scorecard approved by the board of directors prior to the start of the fiscal year. The balanced scorecard is a performance management tool that articulates the corporate strategy into specific, quantifiable and measurable goals. The goals have always been tied to enhancing service to our member-owners while ensuring all aspects of the business are effectively managed.
The scorecard is divided into four quadrants, reflecting crucial areas of business performance. Specific goals are established within those quadrants to focus all employees on the target results and measures that must be achieved if we are to succeed at realizing our strategic plan. The intent is to align organizational, departmental and individual initiatives to achieve a common set of goals.
The four quadrants for fiscal year 2026, which were the basis for the annual incentive payment, were Member; Financial; Internal Process; 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: Two goals supporting expansion of member participation in CFC loan products and achieving exceptional member satisfaction.
• Financial: Two goals supporting efforts to meet or exceed established financial targets to maintain CFC’s financial strength.
• Internal Process: One goal focused on managing CFC’s operating expense levels.
• 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 fiscal year 2026 annual incentive plan is 25.11%.
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Risk Assessment
The Compensation Committee conducts an annual risk assessment of the company’s compensation policies and practices, particularly annual incentive plan goals, to ensure that the policies and practices do not encourage excessive risk. For fiscal year 2026, the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to provide incentives for behavior that could have a material adverse effect on the company.
Benefits
An important retention tool is our defined benefit pension plan, the Retirement Security Plan. CFC participates in a multiple-employer pension plan managed by NRECA. We balance the effectiveness of this plan as a compensation and retention tool with the cost of the annual premium incurred to participate in this pension plan. The value of the pension benefit is determined by base pay only and does not include other cash compensation.
We also have an Executive Benefit Restoration Plan (“EBR”). The EBR is a plan for a select group of management, to increase their retirement benefits above amounts available under the Retirement Security Plan, which is restricted by Internal Revenue Service (“IRS”) limitations on annual pay levels and maximum annual annuity benefits. The EBR restores the value of the Retirement Security Plan for named executive officers to the level it would be if the IRS limits on annual pay and annual annuity benefits were not in place. 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.
Under the EBR, we pay any amounts owed to the named executive officers for the restoration benefit once the risk of forfeiture has expired; amounts will be paid directly by CFC. We record an unfunded pension obligation and an offsetting adjustment to AOCI for this liability.
For more information on the Retirement Security Plan and the EBR, see “Pension Benefits Table” below.
As an additional retention tool designed to assist named executive officers in deferring compensation for use in retirement, each named executive officer is also eligible to participate in CFC’s nonqualified 457(b) deferred compensation savings plan. Contributions to this plan are limited by IRS regulations. The calendar year 2026 cap for contributions is $24,500. There is no CFC contribution to the deferred compensation plan. For more information see “Nonqualified Deferred Compensation” below.
Other Compensation
We provide named executive officers with other benefits, as reflected in the All Other Compensation column in the “Summary Compensation Table” below, that we believe are reasonable and consistent with our compensation philosophy. We do not provide significant perquisites or personal benefits to the named executive officers.
The Compensation Committee considers perquisites for the CEO in connection with its annual review of the CEO’s total compensation package described above. The perquisites provided to Mr. Don are limited to an annual automobile allowance and an annual spousal air travel allowance to permit Mr. Don’s spouse to accompany him on business travel. To provide the automobile and spousal travel perquisites in an efficient fashion, the board of directors authorizes an annual allowance rather than providing unlimited reimbursement or use of a company-owned vehicle. The amount of each allowance is authorized annually by the board of directors and is determined based on the estimated cost for operation and maintenance of an automobile and the anticipated cost of air travel by the CEO’s spouse. For fiscal year 2026, the board of directors authorized an aggregate of $50,000 to cover these two allowances.
Severance/Change-in-Control Agreements
Mr. 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
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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. For more information on these severance arrangements, see “Termination of Employment and Change-in-Control Arrangements” below.
Compensation Committee Report
The Compensation Committee of the board of directors oversees CFC’s compensation program on behalf of the board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the “Compensation Discussion and Analysis” set forth in this Annual Report on Form 10-K. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this Form 10-K.
Submitted by the Compensation Committee:
Brent McRae
Shane Larson
Donnie Bidegain
John Bartley
Bruce Anthony Everhart
Scott Peters
William A. Roberts
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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Summary Compensation Table
The summary compensation table below sets forth the aggregate compensation for the fiscal years ended May 31, 2026, 2025 and 2024 earned by the named executive officers.
Name and Principal Position Year Salary Bonus (1)
Non-Equity Incentive Plan Compensation (2)
Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)
All Other
Compensation (4)
Total
J. Andrew Don 2026 $ 1,379,268 $ — $ 622,519 $ 1,273,492 $ 59,700 $ 3,334,979
Chief Executive 2025 1,277,100 — 566,590 1,552,904 65,042 3,461,636
Officer 2024 1,161,000 — 421,520 985,658 65,650 2,633,828
Yu Ling Wang 2026 548,910 — 248,782 152,818 9,799 960,309
Senior Vice President 2025 513,000 — 228,088 421,298 9,467 1,171,853
and Chief Financial 2024 475,000 — 172,000 114,633 8,392 770,025
Officer
Joel Allen 2026 546,000 — 249,264 372,663 9,717 1,177,644
Senior Vice President 2025 520,000 — 232,480 723,331 10,025 1,485,836
and Chief Banking 2024 495,000 — 181,500 246,205 9,375 932,080
Officer
Gary Bradbury
2026 482,602 — 209,267 157,813 9,738 859,420
Senior Vice President 2025 454,000 — 200,704 388,215 10,100 1,053,019
and Chief Operating
2024 420,000 — 150,900 107,447 9,475 687,822
Officer
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. Details for 2026 can be found in “Compensation Discussion and Analysis—Elements of Compensation” above.
(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 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.
(4) For Mr. Don for fiscal year 2026, includes perquisites comprising Mr. Don’s automobile allowance and his spousal air travel allowance. The annual automobile allowance is calculated based on estimated costs associated with maintenance, use and insurance of a personal automobile. The annual spousal travel allowance is calculated based on the anticipated air travel for Miss Nickodem (Mr. 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 incentive plan in fiscal years 2026, 2025 and 2024 and long-term incentive plan for fiscal year 2024.
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Name Year Annual Incentive Plan (1)
Annual Incentive Vested Portion (2)
Long-Term
Incentive Plan (3)
J. Andrew Don 2026 $ 529,639 $ — $ —
2025 480,190 — —
2024 371,520 92,880 50,000
Yu Ling Wang
2026 210,782 — —
2025 192,188 — —
2024 152,000 38,000 20,000
Joel Allen 2026 209,664 — —
2025 195,520 — —
2024 158,400 39,600 23,100
Gary Bradbury
2026 175,667 — —
2025 170,704 — —
2024 134,400 33,600 16,500
Brad Captain 2026 174,631 — —
2025 172,208 — —
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.
(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 2026 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%)
J. Andrew Don
$ — $ 551,707 $ 551,707
Yu Ling Wang
— 219,564 219,564
Joel Allen
— 218,400 218,400
Gary Bradbury
— 193,041 193,041
Brad Captain
— 191,902 191,902
Employment Contracts
Pursuant to an employment agreement amendment executed on February 29, 2024, CFC extended the initial employment term of Mr. Don as Chief Executive Officer through May 31, 2027 unless extended as provided by the terms of the contract or unless otherwise terminated in accordance with the terms of the Agreement. The Agreement provides that CFC shall pay Mr. Don a base salary at an annual rate of not less than $1,161,000 per annum plus such incentive payments (if any) as may be awarded to him. In addition, pursuant to the Agreement, Mr. Don is entitled to certain payments in the event of his
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termination other than for cause (e.g., Mr. 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.
Pension Benefits Table
CFC is a participant in a multiple-employer defined benefit pension plan, the Retirement Security Plan, which is administered by NRECA. Since this plan is a multiple-employer plan in which CFC participates, CFC is not liable for the amounts shown in the table below and such amounts are not reflected in CFC’s audited financial statements. CFC’s expense is limited to the annual premium to participate in the Retirement Security Plan. There is no funding liability for CFC for this plan.
The Retirement Security Plan is a qualified plan in which all employees are eligible to participate upon completion of one year of service. Each of the named executive officers participates in the qualified pension plan component of the Retirement Security Plan. Under the current pension plan, participants are entitled to receive annually, under a 50% joint and surviving spouse annuity, 1.70% of the average of their five highest base salaries during their participation in the Retirement Security Plan, multiplied by the number of years of participation in the plan. The value of the pension benefit is determined by base pay only and does not include other cash compensation. Normal retirement age under the qualified pension plan is age 65; however, the plan does allow for early retirement with reduced benefits beginning at age 55. 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. 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.
CFC also offers an EBR. Five of the named executive officers participate in the EBR. The purpose of this plan is to increase the retirement benefits above amounts available under the Retirement Security Plan, which is restricted by IRS limitations on annual pay levels and maximum annual annuity benefits. The EBR restores the value of the Retirement Security Plan for the participating officers to the level it would be if the IRS limits on annual pay and annual annuity benefits were not in place.
The benefit and payout formula under these restoration plans is similar to that under the qualified Retirement Security Plan. Mr. 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. 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.
Name Plan Name Number of Years
of Credited Service (1)
Present Value of
Accumulated Benefit (2)
Payments During Last
Fiscal Year (3)
J. Andrew Don NRECA Retirement Security Plan 26.25 $ 3,523,576 $ 1,095,274
Yu Ling Wang NRECA Retirement Security Plan 24.66 1,569,438 —
Joel Allen NRECA Retirement Security Plan 34.66 4,216,335 —
Gary Bradbury
NRECA Retirement Security Plan 24.00 1,650,954 —
Brad Captain NRECA Retirement Security Plan 26.33 2,128,247 —
___________________________
(1) CFC is a participant in a multiple-employer pension plan. Credited years of service, therefore, includes not only years of service with CFC, but also years of service with another cooperative participant in the multiple-employer pension plan. 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, 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 2026 were as a result of him no longer being at risk of forfeiture with respect to these amounts provided
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under the EBR plan. Ms. Wang, Mr. Allen, Mr. Bradbury and Mr. Captain continue to have a risk of forfeiture of the benefits under the EBR; therefore, no payments have been made.
Nonqualified Deferred Compensation
The CFC deferred compensation plan is a nonqualified deferred compensation savings program for the senior executive group, including each of the named executive officers, and other select management or highly compensated employees designated by CFC. Participants may elect to defer up to the lesser of 100% of their compensation for the year or the applicable IRS statutory dollar limit in effect for that calendar year. The calendar year 2026 cap for contributions is $24,500. During the three plan years immediately prior to the date a participant attains normal retirement age, participants may be eligible for a statutory catch-up provision that allows them to defer more than the annual contribution limit. Compensation for the purpose of this plan is defined as the total amount of compensation, including incentive pay, if any, paid by CFC. CFC does not make any contributions to this plan.
The accounts are credited with “earnings” based on the participants’ selection of available investment options (currently, nine options) within the Homestead Funds. When a participant ceases to be an employee for any reason, distribution of the account will generally be made in 15 substantially equal annual payments beginning approximately 60 days after termination (unless an election is made to change the form and timing of the payout). The participant may elect either a single lump sum or substantially equal annual installments paid over no less than two and no more than 14 years. The amount paid is based on the accumulated value of the account.
The following table summarizes information related to the nonqualified deferred compensation plan in which the named executive officers listed in the “Summary Compensation Table” were eligible to participate during the fiscal year ended May 31, 2026.
Name Executive
Contributions
in Last
Fiscal Year (1)
Registrant
Contributions
in Last
Fiscal Year Aggregate
Earnings in Last
Fiscal Year Aggregate
Withdrawals/
Distributions Aggregate
Balance at Last
Fiscal Year-End
J. Andrew Don $ 23,400 $ — $ 95,463 $ — $ 517,495
Yu Ling Wang 23,500 — 3,075 — 96,625
Joel Allen — — — — —
Gary Bradbury
— — — — —
Brad Captain 23,500 — 364,450 — 2,026,156
___________________________
(1) Executive contributions are also included in the fiscal year 2026 Salary column in the “Summary Compensation Table” above.
Termination of Employment and Change-in-Control Arrangements
Mr. Don has an executive agreement with CFC under which he may continue to receive base salary and benefits in certain circumstances after resignation or termination of employment. No other named executive officers have termination or change-in-control agreements.
Mr. Don
Under the executive agreement with Mr. Don, if CFC terminates his employment without “cause” or Mr. Don terminates his employment for “good reason” (each term as defined below), CFC is obligated to pay him, in substantially equal monthly installments over the 12-month period following the termination of employment, an amount equal to the product of two times the sum of (i) his annual base salary at the rate in effect at the time of termination and (ii) the annual incentive earned if any, for the year prior to the year in which such termination occurs.
Assuming a triggering event on May 31, 2026, the compensation payable to Mr. Don for termination without cause or for good reason would be $3,817,814. The actual payments due on a termination without cause or for good reason on different dates could materially differ from this estimate.
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For purposes of Mr. Don’s executive agreement, “cause” generally means (i) the willful and continued failure by Mr. Don to perform his duties under the agreement or comply with written policies of CFC, (ii) willful conduct materially injurious to CFC or (iii) conviction of a felony involving moral turpitude. “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 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. Don to a location more than 50 miles from the principal office of CFC.
This estimate does not include amounts to which the named executive officer would be entitled to upon termination, such as base salary to date, unpaid bonuses earned, unreimbursed expenses, paid vacation time and any other earned benefits under company plans.
Chief Executive Officer Pay Ratio
The fiscal year 2026 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
Median annual total compensation of all employees (excluding Chief Executive Officer) $ 191,443
Annual total compensation of J. Andrew Don, Chief Executive Officer 3,334,979
Ratio of the median annual total compensation of all employees to the annual total compensation of J. Andrew Don, Chief Executive Officer 17.42:1.0
In determining the median employee, a listing was prepared of all active employees of CFC as of March 31, 2026. We did not make any assumptions, adjustments or estimates with respect to total compensation. We did not annualize the compensation for any part-time employees or those who were not employed by us for the full 10-month portion of the fiscal year. We determined the compensation of our median employee by (i) taking the total gross compensation earned fiscal year-to-date for all active employees as of March 31, 2026 and (ii) ranking the total gross compensation of all employees, except the Chief Executive Officer, from lowest to highest.
After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the above Summary Compensation Table.
Director Compensation Table
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. 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, 2026.
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Name Total Fees Earned
Anthony Larson $ 90,000
Brent McRae 100,000
Bruce Anthony Everhart
95,000
Charles A. Abel II
90,000
Darick Eisenbraun
7,500
Donnie Bidegain
95,000
George Michael McDonald 90,000
James Taylor
90,000
Jared Echternach 95,000
Jeanette Ingrid Kessler
90,000
Jeffrey Allen Rehder 90,000
John Bartley
90,000
John Metcalf 90,000
Kendall J. Montgomery
95,000
Laura Phillips 90,000
Mark A. Suggs 100,000
Michael J. Heinen
90,000
Michael Partin
90,000
Ryan Schilreff 60,000
Scott Peters 90,000
Shane Larson
100,000
Timothy Eldridge 90,000
William A. Roberts 90,000
William Keith Hayward 90,000
Compensation Committee Interlocks and Insider Participation
There were no Compensation Committee interlocks or insider participation related to executive compensation during the fiscal year ended May 31, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Not applicable.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Review and Approval of Transactions with Related Persons
Our board of directors has established a written policy governing related-person transactions. The policy covers transactions between CFC, on the one hand, and its directors, executive officers or key employees and their immediate family members and entities of which any of our directors, executive officers or key employees (i) is an officer, director, trustee, alternative director or trustee or employee, (ii) controls or (iii) has a substantial interest. 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. 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
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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. Related credits are not subject to the procedures for transactions with related persons because we were established for the very purpose of extending financing to our members. 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 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. Related credits of $250,000 or less are generally approved by our lending staff or internal Corporate Credit Committee. Any related credit in excess of $250,000 requires approval by the full board of directors, except that any interested directors may not participate, directly or indirectly, in the credit approval process, and the CEO has the authority to approve emergency lines of credit and certain other loans and lines of credit. Notwithstanding the related-person transaction policy, the CEO will extend such loans and lines of credit in qualifying situations to a member of which a CFC director was a director or officer, provided that all such credits are underwritten in accordance with prevailing standards and terms. Such situations are typically weather related and must meet specific qualifying criteria. To ensure compliance with this policy, no related persons may be present in person or by teleconference while a related credit is being considered. Under no circumstances may we extend credit to a related person or any other person in the form of a personal loan.
As a cooperative, CFC was established for the very purpose of extending financing to its members, from which our directors must be drawn. Loans and guarantees to member systems of which directors of CFC are officers, directors, trustees, alternative directors or trustees, or employees, are made in the ordinary course of CFC business on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other members and that do not involve more than normal risk of uncollectibility or present other unfavorable features. It is anticipated that, consistent with its loan and guarantee policies in effect from time to time, additional loans and guarantees will be made by CFC to member systems and trade and service organizations of which directors of CFC or their immediate family members (i) are officers, directors, trustees, alternative directors or trustees or employees, (ii) control or (iii) have a substantial beneficial interest. CFC has adopted a policy whereby substantially all extensions of credit to such entities are approved only by the disinterested directors.
Related-Person Transactions
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. Executive Compensation.”
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Name and Principal Position Total Compensation
Gholam M. Saleh
Senior Vice President and Chief Risk Officer
$ 754,818
Nathan Howard
Senior Vice President and General Counsel 638,862
Jill Maison
Senior Vice President and Chief Relationship Management Officer
855,288
Amy Luongo
Senior Vice President, Strategic Services
668,895
Darick Eisenbraun
Senior Vice President, Corporate Development 487,140
Independence Determinations
The board of directors has determined the independence of each director based on a review by the full board. The Audit Committee is subject to the independence requirements of Rule 10A-3 under the Securities Exchange Act. To evaluate the independence of our directors, the board has voluntarily adopted categorical independence standards consistent with the New York Stock Exchange (“NYSE”) standards. However, because we only list debt securities on the NYSE, we are not subject to most of the corporate governance listing standards of the NYSE, including the independence requirements.
No director is considered independent unless the board has affirmatively determined that he or she has no material relationship with CFC, either directly or as a partner, shareholder or officer of an organization that has a relationship with CFC. Material relationships can include banking, legal, accounting, charitable and familial relationships, among others. In addition, a director is not considered independent if any of the following relationships existed:
(i) the director is, or has been within the last three years, an employee of CFC or an immediate family member is, or has been within the last three years, an executive officer of CFC;
(ii) the director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from CFC, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service);
(iii) (a) the director or an immediate family member is a current partner of a firm that is CFC’s internal or external auditor; (b) the director is a current employee of such a firm; (c) the director has an immediate family member who is a current employee of such a firm and personally works on CFC’s audit; or (d) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on CFC’s audit within that time;
(iv) the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of CFC’s present executive officers at the same time serves or served on that company’s compensation committee; or
(v) the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, CFC for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenue.
The board of directors also reviewed directors’ responses to a questionnaire asking about their relationships with CFC and its affiliates (and those of their immediate family members) and other potential conflicts of interest.
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
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had any of the relationships listed in (i)—(v) above or any other material relationship that would compromise their independence.
Independent Directors
Charles A. Abel II Donnie Bidegain Jared Echternach
Timothy Eldridge Bruce Anthony Everhart
Jeanette Ingrid Kessler
Anthony Larson (1)
George Michael McDonald Brent McRae
John Metcalf
Kendall J. Montgomery
Michael Partin
Laura Phillips Jeffrey Allen Rehder
William A. Roberts
Ryan Schilreff Mark A. Suggs (1)
James Taylor
____________________________
(1) This director served during fiscal year 2026; until June 15, 2026.
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Item 14. Principal Accountant Fees and Services
CFC’s Audit Committee is solely responsible for the nomination, approval, compensation, evaluation and discharge of the independent public accountants. 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 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 SEC. 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. All services for fiscal years 2026 and 2025 were pre-approved by the Audit Committee.
Year Ended May 31,
(Dollars in thousands) 2026 2025
Description of fees:
Audit fees (1)
$ 2,135 $ 2,083
Audit-related fees (2)
15 14
Tax fees (3)
125 91
Total $ 2,275 $ 2,188
____________________________
(1) Audit fees for fiscal years 2026 and 2025 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 and Cooperative Securities. Audit fees for fiscal years 2026 and 2025 also included comfort letter fees and consents related to debt issuances and compliance work required by the independent auditors.
(2) Audit-related fees for fiscal years 2026 and 2025 consisted of fees for certain agreed-upon procedures.
(3) Tax fees consisted of assistance with matters related to tax compliance and consulting.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statement Schedules
The following documents are filed as part of this Report in Part II, Item 8 and are incorporated herein by reference.
1. Consolidated Financial Statements Page
Report of Independent Registered Public Accounting Firm
82
Consolidated Statements of Operations for the Years Ended May 31, 202 6 , 202 5 and 20 24
84
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended May 31, 202 6 , 202 5 and 20 24
85
Consolidated Balance Sheets as of May 31, 202 6 and 20 25
86
Consolidated Statements of Changes in Equity for the Years Ended May 31, 202 6 , 202 5 and 20 24
87
Consolidated Statements of Cash Flows for the Years Ended May 31, 202 6 , 202 5 and 2 024
88
Notes to Consolidated Financial Statements
90
2. Schedules
None.
(b) Exhibits
The following exhibits are incorporated by reference or filed herewith.
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EXHIBIT INDEX
Exhibit No. Description
3.1 — Articles of Incorporation. 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 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 reference to Exhibit 4.1 to our Form 10-K filed on July 31, 2019.
4.2 — Form of Capital Term Certificate. 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. Incorporated by reference to Exhibit 4.2 to our Form 10-Q filed on October 15, 2007.
4.4 — Form of indenture between CFC and Mellon Bank, N.A., as Trustee. Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3 filed on November 14, 1995 (Registration No. 33-64231).
4.5 — Indenture dated as of December 15,1987, between CFC and Chemical Bank, as Trustee. Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3ASR filed on November 24, 2008 (Registration No. 333-155631).
4.6 — First Supplemental Indenture between CFC and Chemical Bank, as Trustee. Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3 filed on April 5, 1995 (Registration No. 33-58445).
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. 333-286024).
4.8 — First Supplemental Indenture dated March 12, 2007, between the Registrant and U.S. Bank National Association, as successor trustee. Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-3ASR filed on April 19, 2007 (Registration No. 333-142230).
4.9 — Indenture dated October 25, 2007, between the Registrant and U.S. Bank National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-3ASR filed on October 26, 2007 (Registration No. 333-146960).
4.10 — Indenture dated October 15, 1996, between the Registrant and U.S. Bank National Association, as successor trustee. Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 28, 1996.
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.
10.2^ — 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.
10.3^ — Employment Agreement, entered into and effective as of March 10, 2021, between the Company and J. Andrew Don. Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 11, 2021.
10.4^ — First Amendment to Employment Agreement, entered into and effective as of February 29, 2024, between the Company and J. Andrew Don. Incorporated by reference to Exhibit 10.1 to our Form 8-K filed on March 5, 2024.
10.5 — Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2025. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 13, 2023.
10.6 — Amendment No. 1 dated as of November 20, 2023 to the Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2026. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 12, 2024 .
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. Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 13, 2023.
10.9 — Amendment No. 1 dated as of November 20, 2023 to the Amended and Restated Revolving Credit Agreement dated as of October 20, 2022 maturing on November 28, 2027. Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on January 12, 2024.
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Exhibit No. Description
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. Incorporated by reference to Exhibit 4.12 to our Form 10-K filed on August 24, 2005.
10.14 — Series A Future Advance Bond from the Registrant to the Federal Financing Bank dated June 14, 2005 for up to $1,000,000,000 maturing on July 15, 2028. Incorporated by reference to Exhibit 4.15 to our Form 10-K filed on August 24, 2005.
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.
10.16 — Series B Future Advance Bond from the Registrant to the Federal Financing Bank dated April 28, 2006 for up to $1,500,000,000 maturing on July 15, 2029. Incorporated by reference to Exhibit 4.14 to our Form 10-K filed on August 25, 2006.
10.17 — Series C Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated September 19, 2008 for up to $500,000,000. Incorporated by reference to Exhibit 4.29 to our Form 10-Q filed on October 14, 2008.
10.18 — Series C Future Advance Bond from the Registrant to the Federal Financing Bank dated September 19, 2008 for up to $500,000,000 maturing on October 15, 2031. Incorporated by reference to Exhibit 4.32 to our Form 10-Q filed on October 14, 2008.
10.19 — Series D Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of November 10, 2010 for up to $500,000,000. Incorporated by reference to Exhibit 4.1 to our Form 10-Q filed on January 14, 2011.
10.20 — Series D Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 10, 2010 for up to $500,000,000 maturing on October 15, 2033. Incorporated by reference to Exhibit 4.4 to our Form 10-Q filed on January 14, 2011.
10.21 — Series E Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of December 1, 2011 for up to $499,000,000. Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 17, 2012.
10.22 — Series E Future Advance Bond from the Registrant to the Federal Financing Bank dated as of December 1, 2011 for up to $499,000,000 maturing on October 15, 2034. Incorporated by reference to Exhibit 10.6 to our Form 10-Q filed on January 17, 2012.
10.23 — Series F Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of December 13, 2012 for up to $424,286,000. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed in January 14, 2013.
10.24 — Series F Future Advance Bond from the Registrant to the Federal Financing Bank dated as of December 13, 2012 for up to $424,286,000 maturing on October 15, 2035. Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed in January 14, 2013.
10.25 — Series G Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of November 21, 2013 for up to $500,000,000. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed in January 13, 2014.
10.26 — Series G Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 21, 2013 for up to $500,000,000 maturing on October 15, 2036. Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed in January 13, 2014.
10.27 — Series H Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of November 18, 2014 for up to $250,000,000. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on January 14, 2015.
10.28 — Series H Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 18, 2014 for up to $250,000,000 maturing on October 15, 2034. Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 14, 2015.
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Exhibit No. Description
10.29 — Series K Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of March 29, 2016 for up to $250,000,000. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on April 4, 2016.
10.30 — Series K Future Advance Bond from the Registrant to the Federal Financing Bank dated as of March 29, 2016 for up to $250,000,000 maturing on January 15, 2039. Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on April 4, 2016.
10.31 — Series L Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of December 1, 2016 for up to $375,000,000. Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 13, 2017.
10.32 — Series L Future Advance Bond from the Registrant to the Federal Financing Bank dated as of December 1, 2016 for up to $375,000,000 maturing on October 15, 2039. Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed on January 13, 2017.
10.33 — Series M Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of November 9, 2017 for up to $750,000,000. Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 11, 2018.
10.34 — Series M Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 9, 2017 for up to $750,000,000 maturing on July 15, 2042. Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed on January 11, 2018.
10.35 — Series N Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of November 15, 2018 for up to $750,000,000. Incorporated by reference to Exhibit 10.3 to our Form 10-Q filed on January 11, 2019.
10.36 — Series N Future Advance Bond from the Registrant to the Federal Financing Bank dated as of November 15, 2018 for up to $750,000,000 maturing on July 15, 2043. Incorporated by reference to Exhibit 10.4 to our Form 10-Q filed on January 11, 2019.
10.37 — Series P Bond Purchase Agreement between the Registrant, Federal Financing Bank and Rural Utilities Service dated as of February 13, 2020 for up to $500,000,000. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on April 10, 2020.
10.38 — Series P Future Advance Bond from the Registrant to the Federal Financing Bank dated as of February 13, 2020 for up to $500,000,000 maturing on July 15, 2054. Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on April 10, 2020.
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 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 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 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 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 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 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 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 on January 12, 2024 .
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.
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Exhibit No. Description
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. 1 dated as of November 28, 2016. Incorporated by reference to Exhibit 10.7 to our Form 10-Q filed on January 13, 2017.
10.54 — Amended and Restated Master Note Purchase Agreement dated March 24, 2011 between the Registrant and Federal Agricultural Mortgage Corporation. Incorporated by reference to Exhibit 4.4 to our Form 10-Q filed on April 13, 2011.
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. 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. Incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on October 14, 2015.
10.58 — Amendment No. 1 to Long Term Standby Commitment to Purchase, dated as of May 31, 2016, between the Registrant and Federal Agricultural Mortgage Corporation. Incorporated by reference to Exhibit 10.38 to our Form 10-K filed on August 25, 2016.
19.1
— 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.
23.1* — Consent of KPMG LLP.
31.1* — Certification of the Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* — Certification of the Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1† — Certification of the Chief Executive Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2† — Certification of the Chief Financial Officer required by Section 906 of the Sarbanes-Oxley Act of 2002.
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.
101.SCH* — XBRL Taxonomy Extension Schema Document.
101.CAL* — XBRL Taxonomy Calculation Linkbase Document.
101.LAB* — XBRL Taxonomy Label Linkbase Document.
101.PRE* — XBRL Taxonomy Presentation Linkbase Document
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Exhibit No. Description
101.DEF* — XBRL Taxonomy Definition Linkbase Document
104.00 — Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________________
* Indicates a document being filed with this Report.
^ Identifies a management contract or compensatory plan or arrangement.
† Indicates a document that is furnished with this Report, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.
Item 16. Form 10-K Summary
None.
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SIGNATURES
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 31st day of July 2026 .
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
By: /s/ J. ANDREW DON
J. Andrew Don
Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ J. ANDREW DON Chief Executive Officer July 31, 2026
J. Andrew Don
/s/ YU LING WANG Senior Vice President and Chief Financial Officer July 31, 2026
Yu Ling Wang
/s/ PANKAJ SHAH Vice President and Chief Accounting Officer
(Principal Accounting Officer) July 31, 2026
Pankaj Shah
/s/ BRENT MCRAE President and Director July 31, 2026
Brent McRae
/s/ SHANE LARSON Vice President and Director July 31, 2026
Shane Larson
/s/ DONNIE BIDEGAIN Secretary-Treasurer and Director July 31, 2026
Donnie Bidegain
/s/ CHARLES A. ABEL II Director July 31, 2026
Charles A. Abel II
/s/ JOHN BARTLEY
Director July 31, 2026
John Bartley
/s/ JARED ECHTERNACH Director July 31, 2026
Jared Echternach
/s/ TIMOTHY ELDRIDGE Director July 31, 2026
Timothy Eldridge
/s/ BRUCE ANTHONY EVERHART Director July 31, 2026
Bruce Anthony Everhart
/s/ GARY FISH Director
July 31, 2026
Gary Fish
/s/ MICHAEL J. HEINEN
Director July 31, 2026
Michael J. Heinen
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/s/ JEANETTE INGRID KESSLER
Director July 31, 2026
Jeanette Ingrid Kessler
/s/ GEORGE MICHAEL MCDONALD
Director July 31, 2026
George Michael McDonald
/s/ JOHN METCALF Director July 31, 2026
John Metcalf
/s/ KENDALL J. MONTGOMERY
Director July 31, 2026
Kendall J. Montgomery
/s/ RUSTON OGBURN Director July 31, 2026
Ruston Ogburn
/s/ MICHAEL PARTIN
Director July 31, 2026
Michael Partin
/s/ SCOTT PETERS
Director July 31, 2026
Scott Peters
/s/ LAURA PHILLIPS
Director July 31, 2026
Laura Phillips
/s/ JEFFREY ALLEN REHDER Director July 31, 2026
Jeffrey Allen Rehder
/s/ WILLIAM A. ROBERTS Director July 31, 2026
William A. Roberts
/s/ RYAN SCHILREFF Director July 31, 2026
Ryan Schilreff
/s/ JAMES TAYLOR
Director July 31, 2026
James Taylor
/s/ LEWIS WARD Director July 31, 2026
Lewis Ward
183
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.