National Rural Utilities (NRUC) prices 5.5% subordinated notes maturing 2055

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corp is offering $297,000 principal amount of fixed-rate subordinated notes under a Rule 424(b)(3) pricing supplement. The notes carry a 5.500% fixed coupon, paid semi-annually, and mature on December 15, 2055. Initial selling price is 100.000% of principal, with a 3.150% gross concession and $287,644.50 in net proceeds to the issuer.

The notes are subordinated deferrable interest securities and are callable at the issuer’s option, in whole or in part, on any day on or after December 15, 2030 at 100% of principal plus accrued interest. The product includes a survivor’s option and has a minimum denomination of $1,000 in $1,000 increments. Counsel Hogan Lovells US LLP opines that, based on current law and stated assumptions, the notes should be treated as indebtedness for U.S. federal income tax purposes, though there is no controlling authority and the IRS could challenge this treatment.

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Accepted by SEC EDGAR 12/16/2025 - 01:10 PM Learn about SEC filing dates

FAQ

What type of securities is National Rural Utilities Cooperative Finance Corp (NRUC) offering?

National Rural Utilities Cooperative Finance Corp is offering subordinated deferrable interest notes with a fixed coupon, issued under a Rule 424(b)(3) pricing supplement.

What are the main terms of NRUCs new subordinated notes?

The notes have a $297,000 principal amount, a 5.500% fixed coupon paid semi-annually, and a maturity date of December 15, 2055. They are subordinated notes with a survivors option.

When can NRUC call these subordinated notes for redemption?

The notes are callable at NRUCs option, in whole or in part, on any day on or after December 15, 2030 at 100% of principal plus accrued and unpaid interest to the redemption date.

What proceeds does NRUC receive from this offering of subordinated notes?

The notes are sold at 100.000% of principal, with a 3.150% gross concession, resulting in $287,644.50 in net proceeds to National Rural Utilities Cooperative Finance Corp.

How are NRUCs subordinated notes expected to be treated for U.S. federal income tax purposes?

Hogan Lovells US LLP opines that, under current law and stated assumptions, the notes will be classified as indebtedness of the issuer for U.S. federal income tax purposes, although there is no controlling authority and the IRS is not bound by this opinion.

What is the minimum investment size for NRUCs subordinated notes?

The notes have a minimum denomination of $1,000, and may be purchased in $1,000 increments, and are held in DTC book-entry form.

Who are the agents involved in the distribution of NRUCs subordinated notes?

The distribution agents include InspereX LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, and Wells Fargo Clearing Services, LLC, with U.S. Bank Trust Company, National Association serving as trustee.

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

Pricing Supplement No. 44 - Dated Monday, December 15, 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

63743LBM4

$297,000.00

100.000%

3.150%

$287,644.50

Fixed

5.500%

Semi-Annual

12/15/2055

06/15/2026

$27.04

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 12/15/2030 (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, December 8, 2025 through Monday, December 15, 2025			National Rural Utilities Cooperative Finance Corp
National Rural Utilities Cooperative Finance Corp			Trade Date: Monday, December 15, 2025 @12:00 PM ET			Subordinated Notes (Subordinated Deferrable Interest Notes)
			Settle Date: Thursday, December 18, 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.