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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 28, 2026
NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in
its charter)
|
District of Columbia
(state or other jurisdiction of
incorporation) |
|
1-7102
(Commission
File Number) |
|
52-0891669
(I.R.S. Employer
Identification No.) |
|
20701 Cooperative Way
Dulles, VA |
|
20166-6691
|
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including
area code: (703) 467-1800
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| 7.35% Collateral Trust Bonds, due 2026 |
NRUC 26 |
New York Stock Exchange |
| 5.50% Subordinated Notes, due 2064 |
NRUC |
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry
into a Material Definitive Agreement. |
On January 29, 2026, National Rural Utilities
Cooperative Finance Corporation (“CFC”) closed on a $450 million Series W committed loan facility from the U.S. Treasury Department’s
Federal Financing Bank (“FFB”) guaranteed by the United States of America, acting through the Rural Utilities Service. Under
this Series W facility, CFC is able to borrow any time before July 15, 2030, with each advance having a final maturity not longer than
30 years from the advance date. Interest rates, including all fees (30 basis points of which are used to support the United States
Department of Agriculture’s Rural Economic Development Loan and Grant Program), will be at a spread over comparable maturity Treasury
Bonds as follows:
10 years or less
42.5 basis points
Greater than 10 years 55
basis points
This new commitment increases total funding available
to CFC under committed loan facilities from the FFB to $1,800 million. The proceeds of the guaranteed loans are to be used by CFC to make
loans for any utility infrastructure purpose eligible under the Rural Electrification Act of 1936, as amended, or to refinance bonds or
notes issued for such purposes.
The foregoing description is a summary and is
qualified in its entirely by reference to the agreements themselves, which will be filed as exhibits to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28, 2026.
On
January 28, 2026, National Rural Utilities Cooperative Finance Corporation (the “Company”) entered into Amendment No. 1 to
the Agency Agreement, dated as of October 27, 2023 (the “Agency Agreement”), by and among the Company and RBC
Capital Markets, LLC, BMO Capital Markets Corp., FNB America Securities LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC,
KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., M&T Securities Inc., PNC Capital Markets LLC,
Regions Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as agents (the “Amendment”),
relating to the offer and sale by the Company, from time to time, of an unlimited aggregate principal
amount of its Medium-Term Notes, Series D. The Amendment removes Scotia Capital (USA) Inc. as an agent and adds BMO
Capital Markets Corp., FNB America Securities LLC, Huntington Securities, Inc. and M&T Securities Inc. as agents under the Agency
Agreement.
A copy of the Amendment is filed
as Exhibit 1.1 to this Current Report on Form 8-K and the description of the material terms of the Amendment in this Item 8.01 is qualified
in its entirety by reference to the Amendment, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The
following exhibit is filed as part of this report.
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Amendment No. 1 dated as of January 28, 2026, by and among the Company and RBC Capital Markets, LLC, BMO Capital Markets Corp., FNB America Securities LLC, Huntington Securities, Inc., J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., M&T Securities Inc., PNC Capital Markets LLC, Regions Securities LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as agents. |
|
104 |
|
Cover Page Interactive Data File (embedded within
the inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION |
| |
|
| |
By: |
/s/ Yu Ling Wang |
| |
|
Yu Ling Wang |
| |
|
Senior Vice President and Chief Financial Officer |
Dated: January 30, 2026