Freddie Mac (OTCQB: FMCC) starts cash tender offer for seven STACR notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Freddie Mac has launched a fixed-price cash tender offer to buy any and all of seven outstanding STACR® (Structured Agency Credit Risk) Note classes from existing holders. The offer began on May 4, 2026 and is scheduled to expire at 5 p.m. New York City time on May 8, 2026, unless extended or terminated earlier.
Each note class has a stated original principal amount and a per‑$1,000 tender price. For example, the STACR 2020‑DNA6 B‑1 notes have an original principal amount of $139,000,000 with consideration of $1,077.50 per $1,000, while the STACR 2022‑DNA4 M‑1B notes have an original principal amount of $537,000,000 and consideration of $1,026.72 per $1,000.
Holders whose notes are accepted will also receive accrued and unpaid interest to, but not including, the expected settlement date of May 12, 2026. Notes tendered via guaranteed delivery and accepted are expected to be purchased on May 13, 2026. Freddie Mac has appointed BofA Securities and Citigroup as lead dealer managers and CastleOak Securities as co‑dealer manager, with Global Bondholder Services acting as information and tender agent.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Tender offer expiry: 5 p.m. May 8, 2026
Settlement date: May 12, 2026
STACR 2020-DNA6 B-1 principal: $139,000,000
+5 more
8 metrics
Tender offer expiry
5 p.m. May 8, 2026
Expiration time for STACR tender offer
Settlement date
May 12, 2026
Expected cash and interest settlement for purchased notes
STACR 2020-DNA6 B-1 principal
$139,000,000
Original principal amount of this STACR class
STACR 2020-DNA6 B-1 price
$1,077.50 per $1,000
Tender consideration per $1,000 original principal
STACR 2021-DNA1 B-1 principal
$208,000,000
Original principal amount of this STACR class
STACR 2021-DNA1 B-1 price
$1,063.13 per $1,000
Tender consideration per $1,000 original principal
STACR 2022-DNA4 M-1B principal
$537,000,000
Original principal amount of this STACR class
STACR 2022-DNA4 M-1B price
$1,026.72 per $1,000
Tender consideration per $1,000 original principal
Key Terms
STACR, Structured Agency Credit Risk, tender offer, Offer to Purchase, +2 more
6 terms
STACR financial
"tender offer for the purchase of any and all of the STACR® (Structured Agency Credit Risk) Notes"
Structured Agency Credit Risk financial
"STACR® (Structured Agency Credit Risk) Notes listed in the table below"
tender offer financial
"commenced a fixed-price cash tender offer (the “Offer”) for the purchase"
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Offer to Purchase financial
"subject to the conditions set forth in the Offer to Purchase dated May 4, 2026"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Notice of Guaranteed Delivery financial
"related Notice of Guaranteed Delivery dated May 4, 2026"
A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.
Credit Risk Transfer financial
"Single-Family CRT programs transfer credit risk away from U.S. taxpayers"
Credit risk transfer is when a bank or lender shifts the chance of a borrower not paying back a loan to another company or investor. It helps the bank reduce potential losses and manage its money better. Think of it like passing a risky task to someone else so you’re protected if things go wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 4, 2026
(Exact name of registrant as specified in its charter)
Freddie Mac
| Federally chartered corporation | ||||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (703 ) 903-2003
Not applicable
(Former name or former address, if changed since last report)
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.
On May 4, 2026, Freddie Mac announced that it has commenced a fixed-price cash tender offer (the “Offer”) for the purchase of certain STACR® (Structured Agency Credit Risk) Notes. The Offer is 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 May 4, 2026. The Offer will expire at 5 p.m. New York City time on Friday, May 8, 2026 unless extended or earlier terminated.
A copy of the press release announcing the Offer is being furnished with this report and is incorporated herein by reference. The information in this report, including information contained in the exhibit submitted herewith, shall not be deemed to be “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 to be incorporated by reference into any disclosure document relating to Freddie Mac, except to the extent, if any, expressly set forth by specific reference in that document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the Exhibit Index below are being submitted with this report.
| Exhibit Number | Description of Exhibit | |||||||
| 99.1 | Press Release, dated May 4, 2026, issued by Freddie Mac | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
______________________________________________________________________________________________________
Freddie Mac Form 8-K
SIGNATURE
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 HOME LOAN MORTGAGE CORPORATION | ||||||||
| By: | /s/ James Whitlinger | |||||||
| James Whitlinger | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Date: May 4, 2026
______________________________________________________________________________________________________
Freddie Mac Form 8-K
Exhibit 99.1
 |  | ||||
FOR IMMEDIATE RELEASE
May 4, 2026
MEDIA CONTACT: Fred Solomon
703-903-3861
Frederick_Solomon@freddiemac.com
Freddie Mac Announces Tender Offer for Any and All of Certain STACR Notes
McLean, Va. - Freddie Mac (OTCQB: FMCC) today announced that it has commenced a fixed-price cash tender offer (the “Offer”) for the purchase of any and all of the STACR® (Structured Agency Credit Risk) Notes listed in the table below (the “Notes”) beginning Monday, May 4, 2026. Each of the classes of Notes subject to the Offer was issued by the STACR Trust identified in the table below (each, a “Trust”). Freddie Mac is the holder of the owner certificate issued by each Trust and, as a result, the sole beneficial owner of each Trust.
Freddie Mac has engaged BofA Securities, LLC and Citigroup Global Markets Inc. as lead dealer managers (the “Lead Dealer Managers”) and CastleOak Securities, L.P. as co-dealer manager (the “Co-Dealer Manager” and, collectively with the Lead Dealer Managers, the “Dealer Managers”) for the Offer. Freddie Mac is offering to purchase any and all of the Notes listed. The applicable Total Consideration to be paid by Freddie Mac to holders that tender Notes accepted for purchase pursuant to the Offer will be calculated based on the original principal amount of such tendered and accepted Notes, the applicable factor, and the applicable Tender Offer Consideration identified in the table below, plus any accrued and unpaid interest under the applicable Indenture upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 4, 2026 (as amended from time to time, the “Offer to Purchase”) and related Notice of Guaranteed Delivery dated May 4, 2026 (collectively with the Offer to Purchase, the “Offer Documents”). Capitalized terms used and not otherwise defined herein will have the meaning ascribed to such terms in the Offer to Purchase.
The tender offer period will commence on Monday, May 4, 2026, and expire at 5 p.m., New York City time, on Friday, May 8, 2026 (the “Expiration Time”), unless extended. Holders must validly tender their Notes at or prior to the Expiration Time. Notes validly tendered may be withdrawn at any time at or prior to 5 p.m., New York City time, on Friday, May 8, 2026, unless extended by Freddie Mac, but not thereafter (except in certain limited circumstances where additional withdrawal rights are granted by Freddie Mac or otherwise required by law).
Holders whose Notes are purchased in the Offer 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. Freddie Mac expects the Settlement Date to occur on Tuesday, May 12, 2026. Any Notes tendered using the Notice of Guaranteed Delivery and accepted for purchase are expected to be purchased on Wednesday, May 13, 2026, but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
| Title of Security | STACR Trust | CUSIP Number (U.S. / Regulation S) | ISIN Number (U.S. / Regulation S) | Original Principal Amount | Tender Offer Consideration (per $1,000 original principal amount) | ||||||||||||
| STACR 2020-DNA6 B-1 | Freddie Mac STACR REMIC Trust 2020-DNA6 | 35566CBD6 / U3197RBD5 | US35566CBD65 / USU3197RBD53 | $139,000,000 | $1,077.50 | ||||||||||||
| STACR 2021-DNA1 B-1 | Freddie Mac STACR REMIC Trust 2021-DNA1 | 35564KBD0 / U3201WBD8 | US35564KBD00 / USU3201WBD84 | $208,000,000 | $1,063.13 | ||||||||||||
| STACR 2021-HQA2 B-1 | Freddie Mac STACR REMIC Trust 2021-HQA2 | 35564KGR4 / U3201WGR2 | US35564KGR41 / USU3201WGR26 | $100,000,000 | $1,128.13 | ||||||||||||
| STACR 2022-DNA4 M-1B | Freddie Mac STACR REMIC Trust 2022-DNA4 | 35564KWT2 / U3201WWT0 | US35564KWT23 / USU3201WWT08 | $537,000,000 | $1,026.72 | ||||||||||||
| STACR 2022-DNA7 M-1B | Freddie Mac STACR REMIC Trust 2022-DNA7 | 35564KL49 / U3201WL39 | US35564KL497 / USU3201WL393 | $180,000,000 | $1,055.31 | ||||||||||||
| STACR 2022-HQA2 M-1B | Freddie Mac STACR REMIC Trust 2022-HQA2 | 35564KB32 / U3201WB30 | US35564KB324 / USU3201WB303 | $187,000,000 | $1,038.75 | ||||||||||||
| STACR 2023-DNA2 M-1A | Freddie Mac STACR REMIC Trust 2023-DNA2 | 35564KT58 / U3201WT49 | US35564KT581 / USU3201WT495 | $382,000,000 | $1,016.94 | ||||||||||||
This announcement is neither an offer to buy nor a solicitation of offers to buy any of these securities. None of Freddie Mac, the Dealer Managers, or the Information Agent make any recommendation that any holder of the securities tender or refrain from tendering all or any portion of the original principal amount of such holder’s securities. Holders must make their own decisions whether to tender securities, and if so, decide on the original principal amount of securities to tender.
The Offer is being made only upon the terms and subject to the conditions set forth in the Offer Documents. Copies of the Offer Documents may be obtained on Freddie Mac’s website at https://capitalmarkets.freddiemac.com/crt/securities or from the Information Agent for the Offer, Global Bondholder Services Corporation’s website at https://www.gbsc-usa.com/FreddieMac, or by calling (212) 430-3774 or (855) 654-2015 (toll-free). Questions regarding the Offer may be directed to BoA Securities Inc. at (980) 387-3907 or (888) 292-0070 (toll free); Citigroup Global Markets Inc. at (212) 723-6106 or (800) 558-3745 (toll-free); or Global Bondholder Services Corporation, as tender agent, at (212) 430-3774 or (855) 654-2015 (toll-free).
This announcement does not constitute an invitation to participate in the Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such Offer under applicable securities laws or otherwise. The distribution of materials relating to the Offer, and the transactions contemplated by the Offer, may be restricted by law in certain jurisdictions where it is legal to do so. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into your possession, you are required by Freddie Mac to inform yourself of and to observe all of these restrictions. The materials relating to the Offer do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of Freddie Mac in that jurisdiction.
About Freddie Mac Single-Family Credit Risk Transfer
Freddie Mac’s Single-Family CRT programs transfer credit risk away from U.S. taxpayers to global private capital via securities and (re)insurance policies. We founded the GSE Single-Family CRT market when we issued our first Structured Agency Credit Risk (STACR®) notes in July 2013. In November 2013, we introduced our Agency Credit
2
Insurance Structure® (ACIS®) program. Today, CRT serves as the primary source of private capital investment in residential mortgage credit. For specific STACR and ACIS transaction data, please visit Clarity, our CRT data intelligence portal.
About Freddie Mac
Freddie Mac’s mission is to make home possible for families across the nation. We promote liquidity, stability, and affordability in the housing market throughout all economic cycles. Since 1970, we have helped tens of millions of families buy, rent or keep their home. Learn More: Website | Consumers | LinkedIn | Facebook | X |Instagram | YouTube
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FAQ
What did Freddie Mac (FMCC) announce in this 8-K filing?
Freddie Mac announced a fixed-price cash tender offer to purchase any and all of seven outstanding STACR credit risk transfer note classes. The offer targets specific STACR issues, each with defined original principal amounts and per-$1,000 tender prices, under detailed terms in separate offer documents.
Which STACR notes are included in Freddie Mac’s 2026 tender offer?
The offer covers seven STACR note classes, including STACR 2020-DNA6 B-1, 2021-DNA1 B-1, 2021-HQA2 B-1, 2022-DNA4 M-1B, 2022-DNA7 M-1B, 2022-HQA2 M-1B, and 2023-DNA2 M-1A. Each class has its own original principal amount and fixed tender consideration per $1,000 of original principal.
What are example pricing terms for Freddie Mac’s STACR tender offer?
Pricing is set per $1,000 of original principal. For example, STACR 2020-DNA6 B-1 notes carry tender consideration of $1,077.50 per $1,000, and STACR 2022-DNA4 M-1B notes carry $1,026.72 per $1,000. Other included series have consideration levels specified in the same pricing table.
When does the Freddie Mac (FMCC) STACR tender offer start and end?
The tender offer period begins on Monday, May 4, 2026, and is scheduled to expire at 5 p.m., New York City time, on Friday, May 8, 2026, unless extended or terminated earlier. These dates define when holders may validly tender and withdraw their notes under the stated conditions.
How will interest be handled for STACR notes tendered to Freddie Mac?
Holders whose STACR notes are purchased will receive accrued and unpaid interest from the last interest payment date to, but not including, the settlement date. Notes settled on the expected May 12, 2026 date accrue interest only to that date, even if paid later via guaranteed delivery settlement.
Who is managing Freddie Mac’s STACR tender offer process?
BofA Securities and Citigroup Global Markets are serving as lead dealer managers, with CastleOak Securities as co-dealer manager. Global Bondholder Services Corporation acts as the information agent and tender agent, providing documentation access, responding to questions, and processing tenders under the stated offer conditions.