[424B3] National Rural Utilities Cooperative Finance Corporation 5.500% Subordinated Notes due 2064 (Subordinated Deferrable Interest Notes) Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

National Rural Utilities Cooperative Finance Corporation (NRUC) filed Pricing Supplement No. 10294 under Rule 424(b)(3) for the sale of $1,000,000 aggregate principal amount of Medium-Term Notes, Series D.

• Issue/Settlement Date: July 15 2025
• Maturity: July 15 2026 (nine-month minimum satisfied, one-year tenor)
• Coupon: 4.27% fixed, payable semi-annually on January 15 and July 15; record dates January 1 and July 1
• Price: 100% of principal; agent’s commission: none – proceeds equal to face value
• Form: Certificated (not book-entry)
• Redemption: None (investors hold to maturity unless note is traded)

Hogan Lovells US LLP issued a legal opinion stating that, upon proper execution and delivery under the existing indenture, the notes will be valid and binding obligations of NRUC, subject to standard bankruptcy and equity limitations.

The Series D shelf registration permits NRUC to issue an unlimited aggregate principal amount of similar notes, of which this is a small incremental tranche.

Positive

• Secures $1 million in new funding at a fixed 4.27% coupon, enhancing short-term liquidity.
• No agent’s commission means full proceeds flow to the company.

Negative

• Increases outstanding debt by $1 million, adding interest expense for one year.
• No early redemption option limits flexibility if rates fall before maturity.

Insights

Fixed Income Analyst

TL;DR: $1 M, 1-year note at 4.27% modestly boosts liquidity; routine financing, neutral credit impact.

This filing details a very small ($1 million) tranche of Series D Medium-Term Notes. The 4.27% coupon roughly matches prevailing short-term corporate rates, indicating ordinary course funding. With no underwriting discount or commission, NRUC receives full proceeds, suggesting a direct placement. The lack of redemption features locks both issuer and investors into the one-year term, but short tenor limits refinancing risk. Given the minimal size relative to NRUC’s overall capital structure (not disclosed here), the issuance is unlikely to materially alter leverage or interest expense. Legal counsel’s clean opinion supports enforceability, removing documentation risk. Overall, the event is operationally routine and financially neutral.

Rule 424 (b) (3)

Registration No.: 333-275151

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

Medium-Term Notes, Series D

Due Nine Months or More from Date of Issue

Trade Date			July 10, 2025
Pricing Supplement No.			10294
Pricing Supplement Date			July 10, 2025
Prospectus Supplement Date			October 27, 2023
Base Prospectus Date			October 24, 2023
Principal Amount			$1,000,000.00
Issue Price			100% of Principal Amount
Original Issue Date			July 15, 2025
Maturity Date			July 15, 2026
Interest Rate			4.27% per annum
Regular Record Dates			Each January 1 and July 1
Interest Payment Dates			Each January 15 and July 15
Redemption Date			None
Agents Commission			None
Form of Note: (Book-Entry or Certificated)			Certificated
Other Terms			None
Medium-Term Notes, Series D may be issued by the Company in an unlimited aggregate principal amount.

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 amount of Medium-Term Notes did NRUC (symbol NRUC) issue?

NRUC issued $1,000,000 principal amount of Series D Medium-Term Notes.

What is the interest rate on NRUC’s new Series D note?

The fixed coupon is 4.27% per annum.

When will NRUC pay interest on the 4.27% notes?

Interest is payable semi-annually on January 15 and July 15, with record dates on January 1 and July 1.

Does the NRUC 2025–2026 note have a redemption feature?

No. The pricing supplement lists "Redemption Date: None", so the note is non-callable.

What is the maturity date of NRUC’s Medium-Term Note issued July 2025?

The note matures on July 15 2026.

Who provided the legal opinion on the validity of the NRUC notes?

The opinion was issued by Hogan Lovells US LLP.