National Rural (NRUC) sells $600M 4.05% notes maturing 2029 alongside concurrent issue

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corporation is issuing $600,000,000 of Medium-Term Notes, Series D, due February 9, 2029. The fixed-rate notes are priced at 99.941% of principal and pay interest at 4.05% per annum, with semi-annual payments each February 9 and August 9, starting August 9, 2026.

The company may redeem the notes before January 9, 2029 at a make-whole redemption price based on a Treasury Rate plus 10 basis points, and at 100% of principal on or after that date, in each case plus accrued interest. An agents’ discount or commission of 0.20% applies. The notes settle on a T+4 basis on February 9, 2026, and are offered alongside a separate concurrent $600,000,000 Series D issue. The notes are not intended for retail investors in the United Kingdom under UK PRIIPs rules.

Rule 424 (b) (3)

Registration No. 333-275151

CUSIP #: 63743H GE6

TRADE DATE: February 3, 2026

SETTLEMENT DATE: February 9, 2026

PRICING SUPPLEMENT NO. D1032 DATED February 3, 2026

TO PROSPECTUS SUPPLEMENT DATED October 27, 2023

AS SUPPLEMENTED BY THE SUPPLEMENT TO PROSPECTUS SUPPLEMENT DATED January 28, 2026

AND BASE PROSPECTUS DATED October 24, 2023

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

Medium-Term Notes, Series D

With Maturities of Nine Months or More from Date of Issue

Fixed Rate Notes

Principal Amount:			$600,000,000
Issue Price:			99.941% of Principal Amount
Original Issue Date:			February 9, 2026
Maturity Date:			February 9, 2029
Interest Rate:			4.05% per annum
Interest Payment Dates:			Each February 9 and August 9, commencing August 9, 2026
Optional Redemption:			The Company may redeem the notes at any time prior to January 9, 2029 (the “Par Call Date”), at its option, in whole or in part, at a “make-whole” redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
			At any time on or after the Par Call Date, the Company may redeem the notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
			“Treasury Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.

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			The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
			If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Payment at Maturity:			The payment at maturity will be 100% of the Principal Amount plus accrued and unpaid interest, if any
Agents’ Discount or Commission:			0.20%
Agents:			MUFG Securities Americas Inc. RBC Capital Markets, LLC Truist Securities, Inc. FNB America Securities LLC Huntington Securities, Inc. M&T Securities, Inc.
Capacity:			Principal
Form of Note:			Book-Entry
(Book-Entry or Certificated)

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Other Terms:

The following replaces and supersedes the text under the heading “Plan of Distribution (Conflicts of Interest) – Selling Restrictions – United Kingdom” contained in the Company’s Prospectus Supplement dated October 27, 2023.

United Kingdom

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); nor (ii) a qualified investor as defined in (a) Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA and as amended or (b) paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Medium-Term Notes, Series D may be issued by the Company in an unlimited aggregate principal amount.

Concurrently with this offering, we are also offering $600,000,000 aggregate principal amount of Medium-Term Notes, Series D (the “other securities”), pursuant to a separate pricing supplement. Although we expect that the sales of the notes offered hereby and the other securities will take place concurrently, the sales are not conditioned upon each other, and we may consummate the sale of one or more issues and not the other, or consummate the sales at different times.

It is expected that delivery of the notes will be made against payment therefor on or about February 9, 2026 which is the fourth trading day following the date hereof (such settlement cycle being referred to as T+4). Purchasers of notes should note that the ability to settle secondary market trades of the notes effected prior to the first business day before the settlement date may be affected by the T+4 settlement. Accordingly, purchasers who wish to trade the notes prior to the first business day before the settlement date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own legal advisors.

Validity of the Medium-Term Note

In the opinion of Hogan Lovells US LLP, as counsel to the Company, following (i) receipt by the Company of the consideration for the notes specified in applicable resolutions of the board of directors of the Company and (ii) the due execution, authentication, issuance and delivery of the notes pursuant to the terms of 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 Company, 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 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.

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FAQ

What is National Rural Utilities (NRUC) offering in this 424B3 filing?

NRUC is offering $600,000,000 of Medium-Term Notes, Series D, due February 9, 2029. These are fixed-rate debt securities under its Series D program, detailed in a pricing supplement that specifies principal amount, interest rate, maturity, redemption terms, and selling restrictions.

What are the interest rate and payment dates for NRUC’s new Series D notes (NRUC)?

The Series D notes carry a 4.05% fixed interest rate per annum. Interest is paid semi-annually on each February 9 and August 9, beginning August 9, 2026, providing investors with regular coupon payments over the life of the notes until their February 9, 2029 maturity.

At what price are NRUC’s $600 million Series D notes being issued?

The notes are being issued at 99.941% of their principal amount. This slight discount to par means initial purchasers pay marginally less than face value, while still receiving the full 4.05% coupon on principal and 100% of principal at maturity, subject to any early redemption.

What are the optional redemption terms for NRUC’s new notes?

Before January 9, 2029, NRUC may redeem the notes at a make-whole price based on a Treasury Rate plus 10 basis points. On or after that Par Call Date, the notes are redeemable at 100% of principal plus accrued interest, at the company’s option, in whole or in part.

Who are the agents and what is the commission on NRUC’s Series D notes?

The agents include MUFG Securities Americas, RBC Capital Markets, Truist Securities, FNB America Securities, Huntington Securities, and M&T Securities. They are acting in a principal capacity and receive an agents’ discount or commission of 0.20% on the $600,000,000 issuance.

Are NRUC’s new Medium-Term Notes available to retail investors in the UK?

No, the notes are not intended to be offered or sold to retail investors in the United Kingdom. No key information document has been prepared under the UK PRIIPs Regulation, so offering or making these notes available to UK retail investors may be unlawful under applicable UK rules.

What is notable about the settlement and concurrent offering for NRUC’s notes?

The notes are expected to settle on February 9, 2026, on a T+4 basis. Concurrently, NRUC is also offering an additional $600,000,000 of Series D Medium-Term Notes via a separate pricing supplement, although completion of each offering is not conditioned on the other.