[424B3] – NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ (NRUC) (CIK 0000070502)

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corp priced $1,523,000 of fixed-rate subordinated notes due 10/15/2055 at a selling price of 100.000%, reflecting a 3.150% gross concession and net proceeds of $1,475,025.50.

The notes pay a 5.750% coupon on a semi-annual schedule, with the first coupon on 04/15/2026 and a first coupon amount of $28.43. They include a survivor’s option and are callable, at the issuer’s option, in whole or in part, on any day on or after 10/15/2030 at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

Settlement is expected on 10/17/2025 in DTC book-entry form, minimum denominations/increments of $1,000/$1,000. Agents include InspereX, Citigroup, RBC Capital Markets, and Wells Fargo Clearing Services; U.S. Bank Trust Company, National Association, serves as trustee. Counsel states the notes will constitute valid and binding obligations, and opines they will be treated as indebtedness for U.S. federal income tax purposes, though the IRS is not bound by this opinion.

Insights

Debt Capital Markets Analyst

Small fixed-rate subordinated note priced at par with par call in 2030.

NRUC issued subordinated deferrable interest notes with a 5.750% fixed coupon, priced at 100.000% for $1,523,000 principal, generating $1,475,025.50 net after a 3.150% gross concession. Semi-annual payments begin on Apr 15, 2026 with a first coupon amount of $28.43.

The structure includes a survivor’s option and a par call beginning Oct 15, 2030, allowing redemption at 100% plus accrued interest. These terms provide issuer flexibility while investors receive fixed cash flows to 2055.

Legal counsel opines the notes are valid and binding and should be treated as indebtedness for U.S. tax purposes; however, no IRS ruling was sought. Actual trading and redemption activity will depend on market rates relative to the 5.750% coupon.

Filed under Rule 424(b)(3), Registration Statement No. 333-275151

Pricing Supplement No. 35 - Dated Tuesday, October 14, 2025 (To: Prospectus Dated October 24, 2023 and Prospectus Supplement Dated November 1, 2024)

CUSIP Number

Principal Amount

Selling Price

Gross Concession

Net Proceeds

Coupon Type

Coupon Rate

Coupon Frequency

Maturity Date

1st Coupon Date

1st Coupon Amount

Survivor's Option

Product Ranking

63743LBC6

$1,523,000.00

100.000%

3.150%

$1,475,025.50

Fixed

5.750%

Semi-Annual

10/15/2055

04/15/2026

$28.43

Yes

Subordinated Notes

Redemption Information: Callable at the Issuer's option, in whole or from time to time in part, on any day on or after 10/15/2030 (the "Par Call Period") at a redemption price in cash equal to 100% of the principal amount of the notes being redeemed, plus, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

			Offering Date: Monday, October 6, 2025 through Tuesday, October 14, 2025			National Rural Utilities Cooperative Finance Corp
National Rural Utilities Cooperative Finance Corp			Trade Date: Tuesday, October 14, 2025 @12:00 PM ET			Subordinated Notes (Subordinated Deferrable Interest Notes)
			Settle Date: Friday, October 17, 2025			Prospectus dated October 24, 2023 and
			Minimum Denomination/Increments:$1,000.00/$1,000.00			Prospectus Supplement dated November 1, 2024
			Initial trades settle flat and clear SDFS: DTC Book Entry only
			DTC Number: 0235 via RBC Dain Rauscher Inc.
			Agents: InspereX LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, Wells Fargo Clearing Services, LLC
			Trustee: U.S. Bank Trust Company, National Association
			Notes will be sold to you at the selling price specified in this Pricing Supplement. The Purchasing Agent shall purchase notes from us at the selling price less the applicable gross concession specified in this Pricing Supplement. The Purchasing Agent may resell the notes it purchases to the agents and selected dealers at the selling price less a concession that, at the discretion of the Purchasing Agent, may be less than or equal to the gross concession received by the Purchasing Agent. Notes purchased by the agents and selected dealers on behalf of level-fee [investment or advisory] accounts may be sold to such accounts at the selling price less the applicable concession, and such agents and selected dealers shall not retain, as compensation, any portion of such concession.
			Validity of the Notes
			In the opinion of Hogan Lovells US LLP, as counsel to the Issuer, following (i) receipt by the Issuer of the consideration for the notes specified in applicable resolutions of the board of directors of the Issuer and (ii) the due execution, authentication, issuance and delivery of the notes pursuant to the terms of the Indenture, dated as of October 15, 1996, between the Issuer and U.S. Bank Trust Company, National Association, as successor trustee (the “Indenture”), and the applicable underwriting, agency or distribution agreement against payment therefor, the notes offered by this pricing supplement will constitute valid and binding obligations of the Issuer, subject to the effect of: (a) bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting creditors' rights and remedies (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances and fraudulent, preferential or voidable transfers), and (b) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law), including, without limitation, principles limiting the availability of specific performance and injunctive relief.

This opinion is based as to matters of law solely on applicable provisions of the following, as currently in effect: (i) the District of Columbia General Cooperative Association Act of 2010 and (ii) the laws of the State of New York (but not including any laws, statutes, ordinances, administrative decisions, rules or regulations of any political subdivision below the state level). In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the Indenture and its authentication of the notes and the validity, binding nature and enforceability of the Indenture with respect to the trustee, all as stated in the letter of such counsel dated November 1, 2024, which has been filed as an exhibit to a Current Report on Form 8-K by the Issuer on November 1, 2024.

U.S. Federal Tax Information

There is uncertainty regarding the U.S. federal income tax classification of the notes due to the lack of governing authority. You should review carefully the sections entitled “Certain Material U.S. Federal Tax Considerations” in the accompanying prospectus supplement. The determination of whether a security should be classified as indebtedness or equity for U.S. federal income tax purposes requires a judgment based on all relevant facts and circumstances. There is no statutory, judicial or administrative authority that directly addresses the U.S. federal income tax treatment of securities similar to the notes. In the opinion of Hogan Lovells US LLP, under current law and based on the facts contained in the prospectus supplement and this pricing supplement, the terms of the Indenture and the notes, and certain assumptions stated in the opinion and representations relied upon in rendering the opinion, the notes will be classified for U.S. federal income tax purposes as indebtedness of the Issuer (although there is no controlling authority directly on point). The opinion of Hogan Lovells US LLP is not binding on the Internal Revenue Service (“IRS”) or the courts. Moreover, no rulings have been or will be sought from the IRS with respect to the transactions described in the prospectus supplement and this pricing supplement. Accordingly, the Issuer cannot assure you that the IRS will not challenge the opinion described herein or that a court would not sustain such a challenge. The Issuer agrees, and by acquiring an interest in a note, each beneficial owner of a note will agree, to treat the notes as indebtedness of the Issuer for U.S. federal income tax purposes. You should consult your tax advisors regarding the tax consequences that will arise if the notes are not treated as indebtedness of the Issuer for U.S. federal income tax purposes.

FAQ

What did NRUC (NRUC) price in this offering?

NRUC priced $1,523,000 principal amount of fixed-rate subordinated notes due 10/15/2055 at a selling price of 100.000%.

What are the coupon terms for NRUC’s new notes?

The notes carry a 5.750% coupon, paid semi-annually, with the first coupon on 04/15/2026 and a first coupon amount of $28.43.

How much will NRUC receive in net proceeds?

Net proceeds are $1,475,025.50 after a 3.150% gross concession.

When can the notes be called and at what price?

They are callable at the issuer’s option on or after 10/15/2030 at 100% of principal plus accrued and unpaid interest.

Do the notes include a survivor’s option?

Yes. The notes include a survivor’s option.

What is the settlement method and minimum denomination?

Settlement is DTC book-entry; minimum denominations/increments are $1,000/$1,000.

How are the notes treated for U.S. federal income tax purposes?

Counsel opines the notes will be classified as indebtedness, though the IRS is not bound and no ruling was sought.