[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

PSQ Holdings, Inc. (PSQH) filed a Form 4 indicating that Chief Financial Officer and Director James Rinn received an equity award on 11-Jul-2025. The transaction involves 250,000 restricted stock units (RSUs) issued under the company’s 2023 Stock Incentive Plan. Each RSU entitles the holder to one share of Class A common stock upon vesting. The award is structured to vest in three equal annual tranches beginning 1-Jun-2025 and continuing through 1-Jun-2027. The filing shows no cash consideration (exercise price $0), confirming the grant is part of compensation rather than a market purchase or sale. Following the grant, Rinn holds 250,000 derivative securities directly, with no changes reported in non-derivative share ownership. No additional insider transactions or amendments appear in the document.

Positive

• Incentive alignment: A multi-year RSU package links the CFO’s compensation to share performance, encouraging shareholder-friendly decision-making.

Negative

• Potential dilution: Conversion of 250,000 RSUs into common shares over three years will slightly expand the share count.

Insights

Securities Analyst

TL;DR: 250k RSU grant to PSQH CFO; aligns incentives, causes modest future dilution; overall neutral impact.

The Form 4 reveals a material but routine compensation award: 250,000 RSUs to CFO/Director James Rinn. Because each unit converts 1-for-1 into Class A shares, the grant could incrementally increase the outstanding share count over three years, exerting slight dilution. However, multi-year vesting ties management wealth to long-term share performance, which investors often view positively. The absence of open-market buying or selling suggests no immediate signaling on valuation. Given the lack of financial metrics or operational updates, the disclosure is not likely to move the stock materially and is best classified as neutral for valuation purposes.

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.			10280
Pricing Supplement Date			July 10, 2025
Prospectus Supplement Date			October 27, 2023
Base Prospectus Date			October 24, 2023
Principal Amount			$250,000.00
Issue Price			100% of Principal Amount
Original Issue Date			July 15, 2025
Maturity Date			May 15, 2026
Interest Rate			4.30% 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.

1

FAQ

What did PSQH disclose in its 14-Jul-2025 Form 4 filing?

The company reported granting 250,000 RSUs to CFO and Director James Rinn on 11-Jul-2025.

How many restricted stock units were awarded to PSQH CFO James Rinn?

He received 250,000 RSUs under the 2023 Stock Incentive Plan.

When do the RSUs granted to the PSQH CFO vest?

They vest in three equal annual installments starting 1-Jun-2025, completing on 1-Jun-2027.

Did the filing report any open-market purchases or sales by the insider?

No. The Form 4 shows only a compensation-based RSU grant with no share purchases or sales.

How could the RSU grant affect existing PSQH shareholders?

Upon vesting, the RSUs will create modest share dilution, but they also align the CFO’s incentives with shareholder value.