FNMA launches Offers to Purchase CAS Notes; Expiry Oct 3, 2025

Rhea-AI Filing Summary

Fannie Mae announced offers to purchase its CAS notes under the terms set forth in an offer to purchase and a related notice of guaranteed delivery, each dated September 29, 2025. The Offers are scheduled to expire at 5:00 p.m. New York City time on October 3, 2025, unless extended or earlier terminated. A press release announcing the Offers is attached as Exhibit 99.1 and incorporated by reference. The filing also states that the information in the report and exhibit is not "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference into other Fannie Mae disclosure documents except as expressly specified.

X10000310522falseFEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE00003105222025-09-292025-09-29

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): September 29, 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 7.01 Regulation FD Disclosure.

Fannie Mae announced on September 29, 2025 that it has commenced fixed-price cash tender offers (each, an “Offer” and, collectively, the “Offers”) for the purchase of certain Connecticut Avenue Securities® (CAS) Notes. The Offers are being conducted upon the terms and subject to the conditions set forth in an offer to purchase and related notice of guaranteed delivery, each dated as of September 29, 2025. The Offers will expire at 5:00 p.m. New York City time on Friday, October 3, 2025 unless extended or earlier terminated.

Attached as Exhibit 99.1 and incorporated by reference herein is a press release announcing the Offers. The information in this report, including information contained in the exhibit submitted with this report, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to Fannie Mae, except to the extent, if any, expressly incorporated by specific reference in that document.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being submitted with this report:

 

Exhibit Number						Description of Exhibit
99.1						Press release, dated September 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 29, 2025

FAQ

What did Fannie Mae (FNMA) announce in this 8-K?

Fannie Mae announced offers to purchase its CAS notes, with offer documents dated September 29, 2025 and an expiration at 5:00 p.m. New York City time on October 3, 2025.

Is there a press release attached to the FNMA 8-K?

Yes. A press release announcing the Offers is attached as Exhibit 99.1 and incorporated by reference in the report.

When do the Offers expire under the terms disclosed?

The Offers expire at 5:00 p.m. New York City time on October 3, 2025, unless extended or earlier terminated.

Does this 8-K state the Offers are filed under Section 18 of the Exchange Act?

No. The filing explicitly states the information in the report and exhibit shall not be deemed "filed" for purposes of Section 18 and will not be incorporated by reference except as expressly specified.

Are financial terms or amounts disclosed in this 8-K?

No. The filing references offer documents dated September 29, 2025 but does not disclose principal amounts, prices, or other financial terms in the text provided.