Fannie Mae Announces Tender Offer for Any and All of Certain CAS Notes

Rhea-AI Summary

Fannie Mae (FNMA) launched fixed-price cash offers to buy any and all of eight Connecticut Avenue Securities note classes.

The notes were issued by six trusts across Series 2022-R08 and 2023-R01, R02, R04, R05 and R06. Prices run from $1,016.20 for 2023-R02 Class 1M-1 to $1,041.40 for 2023-R04 Class 1M-2, per $1,000 original principal amount. The consideration will incorporate monthly certificate percentages available September 25, 2026.

Holders must validly tender by 5:00 p.m. New York City time on October 2, 2026, unless the offers are extended or ended early. Notes can be withdrawn before that deadline. Holders whose notes are purchased will also receive accrued, unpaid interest through the day before settlement. Fannie Mae expects settlement on October 6, 2026; notes accepted through guaranteed delivery are expected to be purchased on October 7, 2026.

Positive

• Any-and-all cash offers give Fannie Mae a way to repurchase eight specified CAS note classes.

Negative

• Cash prices of $1,016.20 to $1,041.40 per $1,000 original principal amount would be paid for accepted notes.
• Accrued, unpaid interest is payable on notes purchased through the day before settlement.
• Purchases depend on valid tenders by the deadline and acceptance under the offers.

Argus Sep 28 session

-5.78% close to close 2.3x rel. volume Open Argus

Details

News Market Reaction – FNMA

On Sep 28, the day this news came out, FNMA closed 5.78% below the previous close. That session’s volume was 2.3x the stock’s average daily volume.

Data tracked by StockTitan Argus for the Sep 28 session.

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WASHINGTON, Sept. 28, 2026 /PRNewswire/ -- Fannie Mae (OTCQB: FNMA) today announced that it has commenced fixed-price cash tender offers (each, an "Offer" and, collectively, the "Offers") for the purchase of any and all of the Connecticut Avenue Securities^® (CAS) Notes listed below (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and related Notice of Guaranteed Delivery, each dated as of September 28, 2026 (collectively, the "Offer Documents"). The classes of Notes subject to the Offers were issued by the REMIC Trusts identified in the table below (each, a "Trust"). Fannie Mae is the holder of the ownership certificate issued by each Trust and, as a result, the sole beneficial owner of each Trust. The Offers will expire at 5:00 p.m. New York City time on Friday, October 2, 2026 (the "Expiration Time") unless extended or earlier terminated. Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer Documents.

Fannie Mae has engaged BofA Securities, Inc. and Citigroup Global Markets Inc. as the dealer managers for the Offers. Global Bondholder Services Corporation will serve as the tender agent and information agent for the Offers. Fannie Mae is offering to purchase, subject to the conditions of the Offers, any and all of the Notes listed in the table below.

The following table summarizes the material pricing terms of the Offers.

Name of Security	REMIC Trust	Rule 144A CUSIP	Rule 144A ISIN	Regulation S CUSIP	Original Principal Balance *	Tender Offer Consideration (per $1,000 original principal amount)
Connecticut Avenue Securities, Series 2022-R08, Class 1M-2 Notes	Connecticut Avenue Securities Trust 2022-R08	20755DAB2	US20755DAB29	U19479AB7	$125,973,000.00	$1,022.10
Connecticut Avenue Securities, Series 2023-R01, Class 1M-1 Notes	Connecticut Avenue Securities Trust 2023-R01	207932AA2	US207932AA28	U18907AA0	$76,275,000.00	$1,016.80
Connecticut Avenue Securities, Series 2023-R01, Class 1M-2 Notes	Connecticut Avenue Securities Trust 2023-R01	207932AB0	US207932AB01	U18907AB8	$247,164,000.00	$1,033.70
Connecticut Avenue Securities, Series 2023-R02, Class 1M-1 Notes	Connecticut Avenue Securities Trust 2023-R02	20755AAB8	US20755AAB89	U19448AB2	$113,906,311.00	$1,016.20
Connecticut Avenue Securities, Series 2023-R04, Class 1M-1 Notes	Connecticut Avenue Securities Trust 2023-R04	20754QAA6	US20754QAA67	U1945QAA3	$377,100,000.00	$1,017.50
Connecticut Avenue Securities, Series 2023-R04, Class 1M-2 Notes	Connecticut Avenue Securities Trust 2023-R04	20754QAB4	US20754QAB41	U1945QAB1	$188,550,000.00	$1,041.40
Connecticut Avenue Securities, Series 2023-R05, Class 1M-2 Notes	Connecticut Avenue Securities Trust 2023-R05	207942AB9	US207942AB90	U18917AB7	$230,559,000.00	$1,036.70
Connecticut Avenue Securities, Series 2023-R06, Class 1M-2 Notes	Connecticut Avenue Securities Trust 2023-R06	20754EAB1	US20754EAB11	U19467AB2	$231,342,000.00	$1,028.00

*Represents the aggregate original principal amount of the applicable Class issued on the issue date thereof, less the aggregate original principal amount of such Class repurchased by the Company pursuant to one or more prior tender offers, if applicable.

Holders must validly tender their Notes at or before the Expiration Time in order to be eligible to receive the Tender Offer Consideration, which will incorporate the monthly Certificate Percentages available on September 25, 2026. In addition, holders whose Notes are purchased in the Offers will receive accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as defined in the Offer to Purchase) for the Notes. Fannie Mae expects the Settlement Date to occur on October 6, 2026. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on October 7, 2026, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.

Information on tendering the Notes is set forth in the Offer Documents. Holders of the Notes who would like copies of the Offer Documents may contact the tender agent for the Offers, Global Bondholder Services Corporation, at (855) 654-2015 (toll free) or (212) 430-3774 (banks and brokers) or contact@gbsc-usa.com. Copies of the Offer Documents are available at the following website: https://www.gbsc-usa.com/FannieMae/. Any questions regarding the terms of the Offers should be directed to BofA Securities, Inc. at (888) 292-0070 (toll free) or (980) 387-3907 (collect) or Citigroup Global Markets Inc. at (800) 558-3745 (toll free)  or (212) 723-6106 (collect).

This release includes forward-looking statements, including statements relating to the timing and expected settlement and closing of the purchase of the Notes in a tender offer. These forward-looking statements are based on Fannie Mae's present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may turn out to be different from these statements. Factors that may lead to different results are discussed in "Risk Factors," "Forward-Looking Statements," and elsewhere in the Offer Documents and the documents incorporated by reference therein. All forward-looking statements are made as of the date of this press release, and Fannie Mae assumes no obligation to update this information.  

Related Link:
CAS Notes Tender Offer Frequently Asked Questions

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities of Fannie Mae, including the Notes. Nothing in this press release constitutes advice on the merits of buying or selling a particular investment. Any investment decision as to any purchase or sale of securities referred to herein must be made solely on the basis of information contained in the Offer Documents, and no reliance may be placed on the completeness or accuracy of the information contained in this press release. The Offers are not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by one or more of the dealer managers, if licensed in that jurisdiction, or by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. 

You should not deal in securities unless you understand their nature and the extent of your exposure to risk. You should be satisfied that they are suitable for you in light of your circumstances and financial position. If you are in any doubt you should consult an appropriately qualified financial advisor. 

Connecticut Avenue Securities is a registered mark of Fannie Mae. Unauthorized use of this mark is prohibited.

 

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SOURCE Fannie Mae

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What prices is Fannie Mae offering for the CAS notes?

The fixed cash prices vary by class, from $1,016.20 for Series 2023-R02 Class 1M-1 to $1,041.40 for Series 2023-R04 Class 1M-2, per $1,000 original principal amount. The consideration will incorporate monthly certificate percentages available September 25, 2026.

When do Fannie Mae's CAS note tender offers expire and settle?

The offers expire at 5:00 p.m. New York City time on October 2, 2026, unless extended or ended early. Fannie Mae expects settlement on October 6, 2026. Notes accepted through guaranteed delivery are expected to be purchased on October 7, 2026, but their accrued interest will be paid only through the day before the settlement date.

Where can holders find instructions for Fannie Mae's CAS note tender offers?

Tender instructions are in the Offer Documents, available at https://www.gbsc-usa.com/FannieMae/. Holders can also request copies from tender agent Global Bondholder Services at (855) 654-2015 or contact@gbsc-usa.com.