FHFA keeps Fannie Mae (FNMA) board in place with full re-election

Rhea-AI Filing Summary

Fannie Mae reported that the Federal Housing Finance Agency (FHFA), acting as its conservator, used its stockholder powers to re-elect the company’s entire Board of Directors by written consent dated February 3, 2026. The directors re-elected are Barry Habib, Brandon Hamara, Clinton Jones, Omeed Malik, William J. Pulte (Chair), Manuel “Manolo” Sánchez Rodríguez, Scott D. Stowell, and Michael Stucky (Vice Chair).

Each director will serve until the next annual shareholder meeting or until the conservator again elects directors by written consent, and will remain in office until a successor is chosen and qualified or upon earlier resignation, retirement, removal, or death.

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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): February 3, 2026

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 5.07 Submission of Matters to a Vote of Security Holders.

Election of Directors

As conservator of Fannie Mae, the Federal Housing Finance Agency (“FHFA”) has succeeded to all rights, titles, powers and privileges of Fannie Mae, and of any stockholder, officer or director of Fannie Mae with respect to Fannie Mae and its assets, including the stockholders’ rights to elect our directors.

FHFA executed a written stockholder consent, dated February 3, 2026, re-electing all of the current members of Fannie Mae’s Board of Directors:

•Barry Habib

•Brandon Hamara

•Clinton Jones

•Omeed Malik

•William J. Pulte (Chair)

•Manuel “Manolo” Sánchez Rodríguez

•Scott D. Stowell

•Michael Stucky (Vice Chair)

Each director will serve for a term that ends on the date of our next annual meeting of shareholders, or when the conservator next elects our directors by written consent, and will hold office until their successor is chosen and qualified, or until the director’s earlier resignation, retirement, removal, or death.

1

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/ David B. Rich III
						David B. Rich III
						Enterprise Deputy General Counsel – Senior Vice President

Date: February 6, 2026

2

FAQ

What did FHFA decide regarding Fannie Mae (FNMA) directors on February 3, 2026?

FHFA re-elected all current Fannie Mae directors by written stockholder consent dated February 3, 2026. Acting as conservator, FHFA exercised stockholder rights to keep the existing board in place for another term.

Why does FHFA control the election of Fannie Mae (FNMA) directors?

FHFA controls director elections because it is Fannie Mae’s conservator. As conservator, FHFA has succeeded to all rights, titles, powers, and privileges of Fannie Mae and its stockholders, including the right to elect the Board of Directors.

Which Fannie Mae (FNMA) board members were re-elected by FHFA?

FHFA re-elected Barry Habib, Brandon Hamara, Clinton Jones, Omeed Malik, William J. Pulte, Manuel “Manolo” Sánchez Rodríguez, Scott D. Stowell, and Michael Stucky. Pulte continues as Chair and Stucky continues as Vice Chair of the Board.

How long will the re-elected Fannie Mae (FNMA) directors serve?

Each director serves until the next annual shareholder meeting or a new FHFA written consent. They remain in office until a successor is chosen and qualified, or earlier resignation, retirement, removal, or death.

What is the main purpose of this Fannie Mae (FNMA) Form 8-K?

The filing discloses FHFA’s written consent re-electing Fannie Mae’s full Board of Directors. It formally records the directors’ re-election, their roles as Chair and Vice Chair, and the terms under which they will continue serving.