[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

Allspring Global Investments Holdings, LLC filed Amendment 6 to Schedule 13G reporting a 15.7 % beneficial ownership stake (8,065,968 common shares) in Denny’s Corp (CUSIP 24869P104) as of 30 June 2025. The Delaware-organized parent holding company holds sole voting power over 7,051,931 shares and sole dispositive power over the full 8,065,968-share position; no shares are held jointly. The securities are owned by clients of Allspring’s investment adviser subsidiaries (identified in Exhibit A) and were acquired & held in the ordinary course of business, with no intent to influence control of the issuer. The filing was signed by Senior Compliance Manager Jennifer Grunberg on 10 July 2025.

Positive

• Institutional confidence: A respected asset manager holds 15.7 % of DENN, indicating conviction in the company’s prospects.
• Passive filing: The 13G status reduces immediate risk of activist disruption, providing management stability.

Negative

• Liquidity overhang risk: A large single holder could pressure the stock if it decides to exit.
• Concentration: More than one-seventh of shares are controlled by one investing complex, potentially limiting float.

Insights

Financial Analyst

TL;DR – Allspring discloses a sizable 15.7 % passive stake, signaling institutional confidence but not an activist move.

The 13G amendment confirms that Allspring increased or at least maintains a large position, now controlling over one-seventh of Denny’s outstanding shares. Because the form is 13G (not 13D) and the certification states no intent to influence control, the stake is considered passive. Institutional accumulation of this magnitude can support the share price by tightening float and demonstrating confidence in Denny’s long-term outlook. However, a holding of this size also introduces potential overhang risk if Allspring chooses to trim its position in the future. Overall, the disclosure is noteworthy but impact is moderate, as no strategic or operational change is implied.

Corporate Governance Expert

TL;DR – Passive 15.7 % holding triggers monitoring thresholds but poses no immediate governance challenge.

A single shareholder now controls more than 10 % of Denny’s, surpassing many governance watch-levels. Yet Allspring files under Rule 13d-1(b) as a parent holding company, asserting a purely investment purpose. There is no group formation or control intent, limiting governance implications for now. Board and investors should nonetheless track any future conversion to a 13D filing, which would signal a shift toward activism. Until such a shift, voting power remains dispersed because Allspring’s clients—not the adviser—ultimately benefit economically.

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.			10286
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

How many Denny's (DENN) shares does Allspring own?

Allspring reports beneficial ownership of 8,065,968 common shares.

What percentage of Denny's outstanding shares is this stake?

The stake represents 15.7 % of the common shares outstanding.

Does Allspring intend to influence Denny's management?

No. The Schedule 13G certification states the shares are held solely for investment purposes, not to influence control.

Who has voting and dispositive power over the shares?

Allspring has sole voting power over 7,051,931 shares and sole dispositive power over all 8,065,968 shares.

When was the ownership position effective and filed?

The ownership is reported as of 30 June 2025; the filing was signed on 10 July 2025.

Which Allspring subsidiaries are involved?

Exhibit A lists Allspring Global Investments, LLC and Allspring Funds Management, LLC as the investment adviser entities.