fnm-20250317

Federally chartered corporation

0-50231

52-0883107

1100 15th Street, NW

800

232-6643

Washington,

20005

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

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))


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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2025, and effective as of that date, our conservator the U.S. Federal Housing FHFA (the Federal Housing Finance Agency) removed the following members from Fannie Mae’s Board of Directors:

Also on March 17, 2025, and effective as of that date, U.S. Federal Housing FHFA appointed the following new directors to the Board of Directors of Fannie Mae:

The terms of the new directors are until the earlier of: (1) the next annual election of Board members; or (2) the date on which they resign or are removed by U.S. Federal Housing FHFA, as conservator, while Fannie Mae is in conservatorship.

As of the date of this filing, we have not yet determined which Board committees the new directors will serve on or whether there are any transactions or relationships involving the new directors that are required to be disclosed by Item 404(a) of Regulation S-K. We will provide in an amendment to this Form 8-K information about committee assignments and any required disclosure about relationships or transactions when they have been determined.

Mr. Stanley and Mr. Stucky will be paid director compensation as described in Fannie Mae’s annual report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 14, 2025, under the heading “Executive Compensation—Compensation Tables and Other Information—Director Compensation,” which description is incorporated herein by reference.

Fannie Mae expects to enter into indemnification agreements with the new directors in the form filed as Exhibit 10.3 to Fannie Mae’s annual report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 14, 2019.

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.



						FEDERAL NATIONAL MORTGAGE ASSOCIATION

			By			/s/ Thomas L. Klein
						Thomas L. Klein
						Enterprise Deputy General Counsel—Vice President