National Rural (NRUC) offers $100,000 5.75% member capital securities

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corporation is offering $100,000 of Member Capital Securities with a fixed interest rate of 5.75% per annum, issued at 100% of principal. The notes will be issued on December 19, 2025 and mature on December 19, 2055, with interest paid semi-annually on April 1 and October 1, starting April 1, 2026.

The securities are subordinate to all existing and future senior indebtedness of National Rural and to subordinated indebtedness held by or transferable by non-members. National Rural may redeem the notes at par plus accrued interest on or after December 19, 2030. It may also defer interest payments for up to 10 consecutive semi-annual periods, during which unpaid interest will continue to accrue. Transfers are restricted to other National Rural voting members with written consent, and no selling agent commission is paid. Counsel opines the notes will be valid and binding obligations, subject to customary bankruptcy and equity limitations.

Rule 424 (b)(3)

Registration No.: 333-275151

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION ("National Rural")

Member Capital Securities

Trade Date			December 16, 2025
Pricing Supplement No.			737
Pricing Supplement Date			December 16, 2025
Prospectus Supplement Date			October 27, 2023
Base Prospectus Date			October 24, 2023
Principal Amount			$100,000.00
Issue Price			100% of Principal Amount
Original Issue Date			December 19, 2025
Maturity Date			December 19, 2055
Interest Rate			5.75% per annum
Regular Record Dates			Each March 15 and September 15
Interest Payment Dates			Each April 1 and October 1
First Coupon Date			April 1, 2026
Product Ranking			Subordinate to all existing and future senior indebtedness of National Rural and all existing subordinated indebtedness of National Rural that is held by or transferable by non-members of National Rural.
Optional Redemption			Redeemable at the option of National Rural, in whole or in part, at any time after December 19, 2030 at a redemption price equal to 100% of the principal amount to be redeemed together with accrued and unpaid interest, if any, to the redemption date.
Option to Extend Interest Payment Period			National Rural will have the right to extend the interest payment period to a period not exceeding 10 consecutive semi-annual interest payment periods. At the end of a deferral period, National Rural must pay all interest then accrued and unpaid together with interest thereon at the same rate as specified for the securities.
Restrictions on Transfer			The securities can only be sold or transferred to other National Rural voting members upon the written consent of National Rural.
Agents Commission			None
Form of Note: (Book-Entry or Certificated)			Certificated
Denominations/Multiples			$25,000/$1,000
Listing			None
Member Capital Securities may be issued by the Company in an unlimited aggregate principal amount.

Validity of the Member Capital Securities

In the opinion of Hogan Lovells US LLP, as counsel to the Company, when the notes offered by this pricing supplement have been executed and issued by the Company and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such notes will constitute valid and binding obligations of the Company, subject to the effect of (a) bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting creditors' rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential 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).

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 (the "Cooperative Association Act") 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 October 27, 2023, which has been filed as an exhibit to a Current Report on Form 8-K by the Company on October 27, 2023.

FAQ

What are the key terms of National Rural (NRUC) Member Capital Securities in this 424B3?

The Member Capital Securities have a $100,000 principal amount, a fixed 5.75% per annum interest rate, and mature on December 19, 2055. Interest is paid semi-annually on April 1 and October 1, starting April 1, 2026.

How are National Rural (NRUC) Member Capital Securities ranked in the capital structure?

The securities are subordinate to all existing and future senior indebtedness of National Rural and to existing subordinated indebtedness that is held by or transferable by non-members of National Rural.

When can National Rural (NRUC) redeem these Member Capital Securities?

National Rural may redeem the securities, in whole or in part, at its option at any time after December 19, 2030 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date.

Can National Rural (NRUC) defer interest payments on these Member Capital Securities?

Yes. National Rural may extend the interest payment period for up to 10 consecutive semi-annual interest payment periods. At the end of any deferral period, it must pay all accrued and unpaid interest plus interest thereon at the same rate.

Who can hold or purchase these National Rural (NRUC) Member Capital Securities?

The securities may be sold or transferred only to other National Rural voting members, and only with the written consent of National Rural, creating a restricted transfer market.

Is there an agent's commission on this National Rural (NRUC) Member Capital Securities offering?

No agent's commission is payable on this issuance. The pricing supplement lists the Agents Commission as None.

Are the National Rural (NRUC) Member Capital Securities considered valid and binding obligations?

According to counsel Hogan Lovells US LLP, when properly issued and delivered under the indenture, the notes will be valid and binding obligations of National Rural, subject to customary limitations relating to bankruptcy, insolvency, and equitable principles.