[8-K] FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE Reports Material Event

Rhea-AI Filing Summary

Fannie Mae announced executive changes effective October 22, 2025. Priscilla Almodovar stepped down as President, CEO, and director. In connection with her departure, she will receive $1,200,000 (two years of base salary), twelve months of subsidized medical and dental coverage, and six months of outplacement services, along with a general release of claims.

Peter Akwaboah was appointed Acting CEO in addition to his COO role, subject to FHFA approval. John Roscoe and Brandon Hamara were appointed Co‑Presidents, also subject to FHFA approval, with Hamara continuing as a director. The company noted it will amend to provide any required Item 404(a) disclosures for Roscoe and Hamara once determined.

Insights

Corporate governance analyst

Leadership transition with severance; interim CEO pending FHFA approval.

Fannie Mae disclosed a CEO departure and an interim leadership structure. The departing CEO receives a defined package of $1,200,000, benefits for twelve months, and six months of outplacement, paired with a general release. Such terms clarify near-term obligations and reduce legal uncertainty via the release.

Operational continuity is addressed by appointing the current COO, Peter Akwaboah, as Acting CEO, and naming John Roscoe and Brandon Hamara as Co‑Presidents, each subject to FHFA approval. The approvals are a gating step typical for government‑sponsored housing entities.

The filing also flags potential related‑party disclosures under Item 404(a) for Roscoe and Hamara to be provided in an amendment. Actual impact will hinge on FHFA approvals and subsequent disclosures when available.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2025

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

 Fannie Mae

Federally chartered corporation

0-50231

52-0883107

1100 15th Street, NW

800

232-6643

Washington,

DC

20005

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
None			N/A			N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22, 2025, Fannie Mae announced the following executive leadership changes, which occurred and were effective as of that date:

•Priscilla Almodovar will no longer serve as the company’s President and Chief Executive Officer, nor as a member of the company’s Board of Directors.

In connection with her departure, Ms. Almodovar has entered into an agreement and general release with Fannie Mae that provides for her to receive: (1) $1,200,000 (two years of her annual base salary); (2) twelve months of subsidized medical and dental coverage; and (3) six months of outplacement services. The agreement also provides that she releases certain claims against Fannie Mae, its subsidiaries, the conservator, and other specified parties as set forth in the agreement.

•Peter Akwaboah has been appointed to serve as the company’s Acting Chief Executive Officer, in addition to his current role as Fannie Mae’s Chief Operating Officer, subject to approval by U.S. Federal Housing FHFA (“FHFA”).

Mr. Akwaboah, 56, has served as Executive Vice President—COO since May 2024. In this capacity, he oversees a portfolio of enterprise shared services, including the Chief Information Office, Enterprise Security and Resilience, Operations, and Workplace functions, and Human Resources. These functions are core to fostering operational excellence, advancing innovation, and ensuring alignment with our long-term strategic objectives. Mr. Akwaboah has nearly 30 years of leadership experience in financial services, transforming operations and technology on a global scale. Before joining Fannie Mae, he served as Managing Director at Morgan Stanley from 2015 to May 2024, where he ultimately served as COO of Technology and Head of Innovation and helped shape the firm’s technology strategy. Additionally, from 2017 to 2020, he led Morgan Stanley’s Global Shared Services and Banking Operations. Mr. Akwaboah also contributed to industry advancements as a member of the Federal Reserve Bank’s Payments Risk Committee and as a director on the Board of the Morgan Stanley Foundation. Prior to his tenure at Morgan Stanley, Mr. Akwaboah spent more than a decade at the Royal Bank of Scotland, where he served as Asia Pacific COO. Earlier in his career, he held leadership roles in operations, technology, and strategic consulting at Deutsche Bank, KPMG and IBM, where he led cross-functional initiatives and enterprise-level transformation. Mr. Akwaboah serves on the Boards of the Foundation of Orthopedics and Complex Spine and the Museum of American Finance.

•John Roscoe and Brandon Hamara have been appointed to serve as the company’s Co-Presidents, subject to approval by FHFA. Mr. Hamara will continue to serve as a member of the company’s Board of Directors.

Mr. Roscoe, 41, has served as Executive Vice President, Operations and Public Relations since April 2025. In this capacity, Mr. Roscoe oversees our communications, regulatory affairs, and leads key initiatives focused on core business growth. Mr. Roscoe is a strategic leader who has extensive experience advising and running organizations in the private sector and federal government, with deep expertise in the housing finance arena. Mr. Roscoe served as Principal and Chief Executive Officer of North Star Navigators from 2021 to March 2025, where he advised senior executives on commercial strategy and regulatory policy. He served as Chief of Staff at U.S. Federal Housing (FHFA), from 2019 to 2021, where he oversaw operations and managed high-level initiatives and engagement with mortgage market companies, industry stakeholders, and federal agencies. Mr. Roscoe served at The White House as Special Assistant to the President from 2017 to 2019, leading the executive search and selection process for top financial, housing, and regulatory appointments. Before serving in the Trump Administration, Mr. Roscoe built winning branding campaigns for Fortune 500 companies.

Mr. Hamara, 38, has served as a member of Fannie Mae’s Board of Directors and as Fannie Mae’s Senior Vice President and Head of Operations for Single-Family and Multifamily since October 2025. Prior to joining Fannie Mae, Mr. Hamara worked at Tri Pointe Homes, from 2017 to 2025, most recently as vice president. Prior to that, Mr. Hamara worked for two other national publicly traded homebuilders. Mr. Hamara has served as lead adjunct professor at Santa Barbara City College in the Real Estate department since 2016 where he teaches real estate and finance. Mr. Hamara served as a member of the Board of Directors of Freddie Mac (formally, the Federal Home Loan Mortgage Corporation), from March 2025 to October 2025.

As of the date of this filing, we have not yet determined whether there are any transactions or relationships involving Mr. Roscoe or Mr. Hamara that are required to be disclosed by Item 404(a) of Regulation S-K. We

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will provide in an amendment to this Form 8-K any required information about transactions or relationships when they have been determined.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						FEDERAL NATIONAL MORTGAGE ASSOCIATION
			By			/s/ Thomas L. Klein
						Thomas L. Klein
						Enterprise Deputy General Counsel—Vice President

Date: October 24, 2025

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FAQ

What executive changes did Fannie Mae (FNMA) announce?

Priscilla Almodovar left as President, CEO, and director; Peter Akwaboah was appointed Acting CEO; John Roscoe and Brandon Hamara were named Co‑Presidents, each subject to FHFA approval.

What is included in the departure package for Fannie Mae’s former CEO?

The package includes $1,200,000 (two years of base salary), twelve months of subsidized medical and dental coverage, and six months of outplacement services, plus a general release of claims.

Whose appointments at Fannie Mae require FHFA approval?

The appointments of Acting CEO Peter Akwaboah and Co‑Presidents John Roscoe and Brandon Hamara are subject to FHFA approval.

Will Brandon Hamara remain on Fannie Mae’s Board?

Yes. Brandon Hamara will continue to serve as a member of the Board of Directors while serving as Co‑President.

Will Fannie Mae provide additional related‑party disclosure for the new Co‑Presidents?

Yes. The company stated it will file an amendment with any required Item 404(a) disclosures for John Roscoe and Brandon Hamara once determined.

When were these leadership changes effective at Fannie Mae?

The changes occurred and were effective on October 22, 2025.