Fannie Mae (FNMA) filed a Form 3 initial beneficial ownership statement. The reporting person serves as a Director and, as of the event date 03/17/2025, reports no securities beneficially owned. Table I shows 0 non-derivative securities held with direct ownership. Table II lists no derivative securities. The submission is marked as filed by one reporting person.
Federal National Mortgage Association (Fannie Mae) amended prior reports to update board committee assignments for two recently appointed directors. The filing states that on October 8, 2025, the Board appointed Omeed Malik to the Nominating and Corporate Governance Committee and Barry Habib to the Compensation and Human Capital Committee.
Both committee appointments are effective November 1, 2025. These updates relate to earlier reports from April 15, 2025 and July 23, 2025, which had disclosed their board appointments but not yet their committee assignments.
Fannie Mae appointed Brandon Hamara to its Board of Directors effective October 7, 2025, with his term lasting until the next annual board election or earlier resignation or removal by the Federal Housing Finance Agency while the company remains in conservatorship. His board committee assignments have not yet been determined.
Hamara was also appointed Senior Vice President and Head of Operations for Single-Family and Multifamily, expected to start in November 2025. His total annual target direct compensation is $1.9 million, made up of $525,000 base salary, $805,000 fixed deferred salary, and $570,000 at-risk deferred salary. He will receive a $270,000 sign-on award in two installments, subject to repayment and forfeiture conditions if he resigns, is terminated for misconduct, or fails a pre-employment background check within a year of any installment. He will receive standard executive relocation benefits, be eligible for regular executive benefits, and will not receive additional pay for board service. Fannie Mae expects to enter into an indemnification agreement with him using its standard form for directors and officers.
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.
Federal National Mortgage Association (Fannie Mae) reported a board-level leadership change. On September 22, 2025, Karin Kimbrough notified the company of her resignation from Fannie Mae’s Board of Directors, and the resignation was effective the same day. This represents a change in the composition of Fannie Mae’s Board, which oversees the company’s strategy, risk management, and overall governance.