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): October 622, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Appointment~~On October 22, 2025, Fannie Mae announced the following executive leadership changes, which occurred and were effective as of ~~New~~that ~~Director~~date:

On•Priscilla ~~October~~Almodovar 6,will ~~2025,~~no ~~Brandon~~longer ~~Hamara~~serve ~~was~~as ~~appointed to~~ the ~~Board~~company’s ofPresident ~~Directors~~and ofChief ~~Fannie~~Executive ~~Mae~~Officer, ~~effective~~nor as ofa ~~October~~member ~~7, 2025. The appointment~~ of ~~Mr. Hamara is until~~ the ~~earlier~~company’s ~~of:~~Board ~~(1) the next annual election~~ of ~~Board members; or (2) the date on which he resigns or is removed by U~~Directors.~~S. Federal Housing FHFA (the Federal Housing Finance Agency), as conservator, while Fannie Mae is in conservatorship.~~

AsIn ofconnection ~~the~~with ~~date~~her ofdeparture, ~~this~~Ms. ~~filing~~Almodovar has entered into an agreement and general release with Fannie Mae that provides for her to receive: (1) $1,200,000 ~~the~~(two ~~Board~~years ~~committees~~of onher ~~which~~annual ~~Mr.~~base ~~Hamara~~salary); ~~will~~(2) ~~serve~~twelve ~~have~~months ~~not~~of ~~been~~subsidized ~~determined~~medical and dental coverage; and (3) six months of outplacement services. WeThe ~~will~~agreement ~~provide~~also inprovides anthat ~~amendment~~she toreleases ~~this~~certain ~~Form~~claims ~~8-K~~against ~~any~~Fannie ~~required~~Mae, ~~information~~its ~~about~~subsidiaries, ~~Mr.~~the ~~Hamara’s~~conservator, ~~committee~~and ~~assignments~~other ~~when~~specified ~~they~~parties ~~have~~as ~~been~~set ~~determined~~forth in the agreement.

~~Employee~~•Peter ~~Role~~Akwaboah ~~and~~has ~~Compensation~~been appointed to serve as the company’s Acting Chief Executive Officer, in addition to his current role as Fannie Mae’s Chief Operating Officer, subject to approval by U.S. Federal Housing FHFA (“FHFA”).

Mr. ~~Hamara~~Akwaboah, ~~was~~56, ~~also~~has ~~appointed~~served as Executive Vice President—COO since May 2024. In this capacity, he oversees a portfolio of enterprise shared services, including the Chief Information Office, Enterprise Security and Resilience, Operations, and Workplace functions, and Human Resources. These functions are core to ~~serve~~fostering asoperational excellence, advancing innovation, and ensuring alignment with our long-term strategic objectives. Mr. Akwaboah has nearly 30 years of leadership experience in financial services, transforming operations and technology on a global scale. Before joining Fannie Mae’s, ~~Senior~~he ~~Vice~~served ~~President~~as Managing Director at Morgan Stanley from 2015 to May 2024, where he ultimately served as COO of Technology and Head of ~~Operations~~Innovation ~~for~~and ~~Single-Family~~helped ~~and~~shape ~~Multifamily~~the firm’s technology strategy. Additionally, from 2017 to 2020, he led Morgan Stanley’s Global Shared Services and isBanking ~~expected~~Operations. Mr. Akwaboah also contributed to ~~start~~industry advancements as a member of the Federal Reserve Bank’s Payments Risk Committee and as a director on the Board of the Morgan Stanley Foundation. Prior to his tenure at Morgan Stanley, Mr. Akwaboah spent more than a decade at the Royal Bank of Scotland, where he served as Asia Pacific COO. Earlier in ~~this~~his ~~role~~career, he held leadership roles in ~~November~~operations, ~~2025~~technology, and strategic consulting at Deutsche Bank, KPMG and IBM, where he led cross-functional initiatives and enterprise-level transformation. Mr. Akwaboah serves on the Boards of the Foundation of Orthopedics and Complex Spine and the Museum of American Finance.

~~Mr.~~•John ~~Hamara’s~~Roscoe ~~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~~Brandon ~~deferred salary of $570,000. To compensate him for compensation he will forfeit upon leaving his employer, Mr.~~ Hamara ~~was~~have ~~also~~been ~~awarded~~appointed ato ~~sign-on~~serve ~~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~~company’s ~~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~~Co-~~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~~Presidents, hesubject ~~will be required~~ to ~~repay~~approval ~~the~~by ~~installment and will forfeit any unpaid portion of his sign-on award~~FHFA. Mr. Hamara ~~has also been offered benefits under Fannie Mae’s standard executive relocation plan. Mr. Hamara~~ will ~~also~~continue ~~be eligible~~ to ~~receive~~serve ~~employee~~as ~~benefits,~~a ~~including~~member ~~those described in “Elements~~ of ~~2024 Executive Compensation” in~~ the ~~“Executive Compensation—Compensation Discussion and Analysis” section of Fannie Mae~~company’s ~~annual~~Board ~~report~~of ~~on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 14, 2025~~Directors. ~~Mr. Hamara will not receive any additional compensation for his service as a director.~~

AsMr. ofRoscoe, ~~the~~41, ~~date~~has ofserved ~~this~~as ~~filing~~Executive Vice President, ~~other~~Operations ~~than~~and Public Relations since April 2025. In this capacity, Mr. ~~Hamara’s~~Roscoe ~~employee~~oversees ~~compensation~~our ~~described~~communications, ~~above~~regulatory affairs, weand ~~have~~leads ~~not~~key ~~yet~~initiatives ~~determined~~focused ~~whether~~on ~~there~~core ~~are~~business ~~any~~growth. ~~other~~Mr. ~~transactions~~Roscoe oris ~~relationships~~a ~~involving~~strategic leader who has extensive experience advising and running organizations in the private sector and federal government, with deep expertise in the housing finance arena. Mr. ~~Hamara~~Roscoe ~~that~~served ~~are~~as ~~required~~Principal and Chief Executive Officer of North Star Navigators from 2021 to beMarch ~~disclosed~~2025, bywhere ~~Item~~he ~~404(a)~~advised senior executives on commercial strategy and regulatory policy. He served as Chief of ~~Regulation~~Staff at U.S. Federal Housing (FHFA), from 2019 to 2021, where he oversaw operations and managed high-Klevel initiatives and engagement with mortgage market companies, industry stakeholders, and federal agencies. WeMr. ~~will~~Roscoe ~~provide~~served inat anThe ~~amendment~~White House as Special Assistant to ~~this~~the ~~Form~~President ~~8-K~~from ~~any~~2017 ~~additional~~to ~~required~~2019, ~~information~~leading ~~about~~the ~~transactions~~executive orsearch ~~relationships~~and ~~when~~selection ~~they~~process ~~have~~for ~~been~~top ~~determined~~financial, housing, and regulatory appointments. Before serving in the Trump Administration, Mr. Roscoe built winning branding campaigns for Fortune 500 companies.

~~Indemnification~~Mr. ~~Agreement~~Hamara, 38, has served as a member of Fannie Mae’s Board of Directors and as Fannie Mae’s Senior Vice President and Head of Operations for Single-Family and Multifamily since October 2025. Prior to joining Fannie Mae, Mr. Hamara worked at Tri Pointe Homes, from 2017 to 2025, most recently as vice president. Prior to that, Mr. Hamara worked for two other national publicly traded homebuilders. Mr. Hamara has served as lead adjunct professor at Santa Barbara City College in the Real Estate department since 2016 where he teaches real estate and finance. Mr. Hamara served as a member of the Board of Directors of Freddie Mac (formally, the Federal Home Loan Mortgage Corporation), from March 2025 to October 2025.

~~Fannie~~As ~~Mae~~of ~~expects~~the todate ~~enter~~of ~~into~~this anfiling, ~~indemnification~~we ~~agreement~~have ~~with~~not ~~Mr.~~yet ~~Hamara~~determined inwhether ~~the~~there ~~form~~are ~~filed~~any astransactions ~~Exhibit~~or ~~10.3~~relationships toinvolving ~~Fannie~~Mr. ~~Mae’s~~Roscoe ~~annual~~or ~~report~~Mr. onHamara ~~Form~~that ~~10-K~~are ~~for~~required ~~the~~to ~~year~~be ~~ended~~disclosed ~~December~~by ~~31,~~Item ~~2018,~~404(a) ~~filed~~of ~~with~~Regulation ~~the~~S-K. ~~Securities~~We ~~and Exchange Commission on February 14, 2019.~~

will provide in an amendment to this Form 8-K any required information about transactions or relationships when they have been determined.

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: October 824, 2025

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