National Rural Utilities (NRUC) prices $1.318M 5.75% subordinated notes maturing 2055

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corp is issuing $1,318,000 principal amount of subordinated deferrable interest notes under a 424(b)(3) pricing supplement. The notes are priced at 100.000% of principal with a gross selling concession of 3.150%, resulting in net proceeds to the issuer of $1,276,483.00.

The notes carry a fixed 5.750% coupon, paid on a semi-annual basis, with a maturity date of November 15, 2055. The first coupon is due on May 15, 2026 with a stated first coupon amount of $28.91, and the securities include a survivor's option. They are callable, at the issuer’s option, at 100% of principal plus accrued interest on any day on or after November 15, 2030.

The notes rank as subordinated notes and settle on November 14, 2025, in minimum denominations of $1,000. Counsel Hogan Lovells US LLP opines that, based on current law and assumptions described, the notes should be treated as indebtedness for U.S. federal income tax purposes, although there is no controlling authority and the IRS could challenge this treatment.

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

Pricing Supplement No. 39 - Dated Monday, November 10, 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

63743LBG7

$1,318,000.00

100.000%

3.150%

$1,276,483.00

Fixed

5.750%

Semi-Annual

11/15/2055

05/15/2026

$28.91

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 11/15/2030 (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, November 3, 2025 through Monday, November 10, 2025			National Rural Utilities Cooperative Finance Corp
National Rural Utilities Cooperative Finance Corp			Trade Date: Monday, November 10, 2025 @12:00 PM ET			Subordinated Notes (Subordinated Deferrable Interest Notes)
			Settle Date: Friday, November 14, 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 type of security is National Rural Utilities Cooperative Finance Corp (NRUC) offering in this 424B3?

The company is offering subordinated deferrable interest notes, which are fixed-rate subordinated notes that rank below senior debt and allow the issuer to defer interest under certain conditions as described in the broader prospectus materials.

What are the key terms of the new NRUC subordinated notes, including size, coupon, and maturity?

The notes have a principal amount of $1,318,000, a fixed 5.750% coupon rate, and mature on November 15, 2055. Interest is paid semi-annually, with the first coupon due on May 15, 2026 and a stated first coupon amount of $28.91.

At what price are the NRUC notes being sold and how much does the issuer receive?

The notes are sold at a selling price of 100.000% of principal. There is a 3.150% gross concession, resulting in net proceeds to National Rural Utilities Cooperative Finance Corp of $1,276,483.00.

When can National Rural Utilities Cooperative Finance Corp call these subordinated notes?

The notes are callable at the issuer’s option, in whole or in part, on any day on or after November 15, 2030. The redemption price is 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

What is the U.S. federal income tax treatment of the new NRUC notes according to counsel?

Hogan Lovells US LLP opines that, under current law and based on the described facts and assumptions, the notes will be classified as indebtedness of National Rural Utilities Cooperative Finance Corp for U.S. federal income tax purposes. However, there is no controlling authority directly on point, the opinion is not binding on the IRS or courts, and the IRS could challenge this treatment.

What investor protections or features are attached to these NRUC subordinated notes?

The notes include a survivor’s option, allowing certain redemption upon the death of a beneficial owner as described in the broader offering materials. They are issued in $1,000 minimum denominations and are held through DTC book-entry only.

Who are the agents involved in distributing the NRUC subordinated notes?

The agents include InspereX LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC, and Wells Fargo Clearing Services, LLC. Notes are allocated through these firms, with the purchasing agent buying from the issuer at the selling price less the stated gross concession.