UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~September~~October 296, 2025

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

Fannie Mae

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))


☐			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
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).


			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 75.0102 ~~Regulation~~Departure FDof ~~Disclosure.~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Fannie~~Appointment ~~Mae announced on September 29, 2025 that it has commenced fixed-price cash tender offers (each, an “Offer” and, collectively, the “Offers”) for the purchase~~ of certain Connecticut Avenue Securities® (CAS) Notes. The Offers are being conducted upon the terms and subject to the conditions set forth in an offer to purchase and related notice of guaranteed delivery, each dated as of September 29, 2025. The Offers will expire at 5:00 p.m. New ~~York City time on Friday, October 3, 2025 unless extended or earlier terminated.~~ Director

~~Attached~~On asOctober ~~Exhibit~~6, ~~99.1~~2025, ~~and~~Brandon ~~incorporated~~Hamara bywas ~~reference~~appointed ~~herein~~to ~~is a press release announcing~~ the ~~Offers.~~Board ~~The~~of ~~information~~Directors inof ~~this~~Fannie ~~report~~Mae, ~~including~~effective ~~information~~as ~~contained~~of inOctober ~~the exhibit submitted with this report~~7, ~~shall~~2025. ~~not~~The beappointment ~~deemed~~of ~~“filed”~~Mr. ~~for~~Hamara ~~purposes~~is ofuntil ~~Section~~the 18earlier of: (1) the ~~Securities~~next ~~Exchange~~annual ~~Act~~election of ~~1934,~~Board members; or ~~otherwise~~(2) ~~subject to~~ the ~~liabilities~~date ofon ~~Section~~which ~~18,~~he ~~nor~~resigns ~~shall~~or itis beremoved ~~deemed incorporated~~ by ~~reference~~U.S. ~~into~~Federal ~~any~~Housing ~~disclosure~~FHFA ~~document~~(the ~~relating~~Federal toHousing ~~Fannie~~Finance ~~Mae~~Agency), ~~except~~as ~~to the extent~~conservator, ifwhile ~~any,~~Fannie ~~expressly~~Mae ~~incorporated~~is ~~by specific reference~~ in ~~that document~~conservatorship.

~~Item 9~~As of the date of this filing, the Board committees on which Mr.01 ~~Financial~~Hamara ~~Statements~~will ~~and~~serve ~~Exhibits~~have not been determined. We will provide in an amendment to this Form 8-K any required information about Mr. Hamara’s committee assignments when they have been determined.

~~(d)~~Employee ~~Exhibits.~~Role ~~The~~and ~~following exhibits are being submitted with this report:~~Compensation

Exhibit Number						Description of Exhibit
99.1						Press release, dated September 29, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Mr. Hamara was also appointed to serve as Fannie Mae’s Senior Vice President and Head of Operations for Single-Family and Multifamily, and is expected to start in this role in November 2025.

Mr. Hamara’s total annual target direct compensation will be $1.9 million, consisting of base salary of $525,000, fixed deferred salary of $805,000 and at-risk deferred salary of $570,000. To compensate him for compensation he will forfeit upon leaving his employer, Mr. Hamara was also awarded a sign-on award of $270,000, which will be paid in a first installment of $180,000 as soon as practicable after his start date and a second installment of $90,000 as soon as practicable after the first anniversary of his start date as an employee, provided he remains employed by Fannie Mae. If within one year after Mr. Hamara receives any installment of the sign-on award: (a) he resigns; (b) his employment with Fannie Mae is terminated involuntarily due to his misconduct; or (c) he fails to successfully pass a pre-employment background investigation, he will be required to repay the installment and will forfeit any unpaid portion of his sign-on award. Mr. Hamara has also been offered benefits under Fannie Mae’s standard executive relocation plan. Mr. Hamara will also be eligible to receive employee benefits, including those described in “Elements of 2024 Executive Compensation” in the “Executive Compensation—Compensation Discussion and Analysis” section of 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. Mr. Hamara will not receive any additional compensation for his service as a director.

As of the date of this filing, other than Mr. Hamara’s employee compensation described above, we have not yet determined whether there are any other transactions or relationships involving Mr. Hamara 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 any additional required information about transactions or relationships when they have been determined.

Indemnification Agreement

Fannie Mae expects to enter into an indemnification agreement with Mr. Hamara 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.

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.

FEDERAL NATIONAL MORTGAGE ASSOCIATION By /s/ Thomas L. Klein Thomas L. Klein Enterprise Deputy General Counsel— Vice President

Date: ~~September~~October 298, 2025

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