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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): December 16, 2025
Federal Home Loan Mortgage Corporation
(Exact name of registrant as specified in its charter)
Freddie Mac
Federally chartered
corporation		 001-34139 52-0904874
(State or other jurisdiction of
incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)

8200 Jones Branch DriveMcLeanVirginia22102-3110
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (703) 903-2000
Not applicable
 
(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 classTrading Symbol(s)Name of each exchange on which registered
NoneN/AN/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.
On December 16, 2025, Freddie Mac (formally the Federal Home Loan Mortgage Corporation) announced that Kenny M. Smith has been appointed as Chief Executive Officer, effective December 17, 2025. Mr. Smith also will become a member of Freddie Mac’s Board of Directors (the Board) on December 17, 2025.
Mr. Smith, age 64, is a retired senior principal of Deloitte Consulting LLP (“Deloitte”) where he served since 1993, including as Vice Chairman, U.S. Financial Services Industry Leader from 2015 to 2020. While at Deloitte, he also served as Global Lead Client Service Partner for Wells Fargo & Company from 2008 to 2019, and as a senior industry advisory partner for numerous clients. Mr. Smith has extensive Board experience including serving on the Deloitte Board Council, the Deloitte Nominating Committee, the National Council of Real Estate Fiduciaries Board and several community, private club, and charitable organizations.
Freddie Mac has entered into a Memorandum Agreement with Mr. Smith, which provides for his employment as Chief Executive Officer of Freddie Mac. Mr. Smith’s direct compensation as Chief Executive Officer will consist solely of base salary at the rate of $600,000 per year, pro-rated for the period of service in 2025. Mr. Smith will also be eligible to receive employee benefits, as described in Freddie Mac’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 12, 2025 (the 2024 Annual Report).
Freddie Mac also will enter into a restrictive covenant and confidentiality agreement with Mr. Smith, the form of which is filed as Exhibit 10.3 to Freddie Mac’s Quarterly Report on Form 10-Q filed on July 29, 2021. In addition, Freddie Mac will enter into an indemnification agreement with Mr. Smith, the form of which is filed as Exhibit 10.27 to Freddie Mac’s Annual Report on Form 10-K filed on February 10, 2022. For a description of these agreements, see the 2024 Annual Report under the headings “Executive Compensation – Compensation Discussion and Analysis – Written Agreements Relating to NEO Employment – Restrictive Covenant and Confidentiality Agreements” and “Executive Compensation – Compensation Discussion and Analysis – Written Agreements Relating to NEO Employment – Indemnification Agreements,” which descriptions are incorporated herein by reference.
Michael Hutchins will remain as Freddie Mac’s President, and will continue to serve on its Board.












_____________________________________________________________________________________________________
Freddie Mac Form 8-K


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the Exhibit Index below are being submitted with this report.
Exhibit Number  Description of Exhibit
    
10.1
10.2
10.3
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
†This exhibit is a management contract or compensatory plan, contract, or arrangement.















_____________________________________________________________________________________________________
Freddie Mac Form 8-K


SIGNATURE
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 HOME LOAN MORTGAGE CORPORATION
By:/s/Matthew D. Abrusci
 Matthew D. Abrusci
 EVP, General Counsel & Corporate Secretary
Date: December 16, 2025





















______________________________________________________________________________________________________

Freddie Mac Form 8-K

Exhibit 10.1
memoheader.jpg

DateTo
December 12, 2025Kenny Smith
From
David Farbman
Vice-Chair, Freddie Mac Board of Directors
Subject
Terms and Conditions for Employment as Chief Executive Officer of the Federal Home Loan
Mortgage Corporation (“Freddie Mac” or “Company”)


On behalf of the Freddie Mac Board of Directors (the “Board”), we are delighted to have you join Freddie Mac as its Chief Executive Officer. In addition, for so long as you remain Chief Executive Officer, you shall serve on the Board as a director of Freddie Mac.
This communication sets forth the terms of Freddie Mac's agreement (the "Agreement") to employ you as its Chief Executive Officer, on a mutually agreed upon start date. The terms and conditions set forth herein have been developed in conjunction with and approved by the U.S. Federal Housing Finance Agency ("FHFA") and the Board.
During your employment as Chief Executive Officer, you agree to devote sufficient time and attention necessary to fulfill the role. You also agree to disclose your engagement in any other business activity or board memberships permitted under our Outside Activities and Family Member Activities policy. This restriction shall not prevent you from making investments of your assets in such form or manner as you desire, consistent with our Personal Investments Policy and the Restrictive Covenant and Confidentiality Agreement you are required to sign pursuant to Section II below. Additionally, if necessary, recusal and/or mitigation activities will be established for successful disposition of any actual or potential conflicts of interest.
Compensation:
Your annualized base salary shall be $600,000 and you shall not receive more than this amount during any calendar year. You will not participate in the Company's executive management compensation program.
If you terminate your employment with Freddie Mac at any time for any reason, your base salary will terminate, effective as of the date your employment terminates.




Offer Letter - Kenny Smith
December 12, 2025
Page 2


Benefits
The medical, dental and vision benefits you elect will become effective on the first day of the month after your first day of employment. During your orientation, we will provide an overview of our comprehensive offerings that you can take advantage of during your career with us.
I.Termination of Board Membership
Your termination of employment for any reason (including resignation) shall be deemed to be the termination of your membership on the Board as of the same effective date.
II.    Restrictive Covenant and Confidentiality Agreement
The terms of compensation provided in this Agreement are contingent upon your agreement to be bound by the terms of the Restrictive Covenant and Confidentiality Agreement, which describes post-employment, non-competition and non-recruitment restrictions as well as restrictions concerning treatment of confidential information. Please sign and return the Restrictive Covenant and Confidentiality Agreement together with a signed copy of this Agreement.
III.    FHFA's Review and Approval Authority
The terms and conditions of your compensation require approval by FHFA. Notwithstanding such approval and any provision of this Agreement, you acknowledge and understand that any compensation paid or to be paid during or after your employment remains subject to any withholding, escrow or prohibition consistent with FHFA's authority pursuant to the Federal Home Loan Corporation Act, as amended, or the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended.
IV.    Reservation of Rights
This Agreement is not intended, nor shall it be interpreted, to constitute a contract of employment for a specified duration. Your employment is "at-will" and each of you and Freddie Mac retain the discretion to terminate the employment relationship at any time for any lawful reason with or without notice.
This offer of employment is extended based on Freddie Mac’s satisfaction with and confirmation that your background check, drug test and references have been successfully completed.
During the course of your review of this Agreement, Freddie Mac expects that you have had the opportunity to consult with and receive assistance from appropriate advisors, including legal, tax, and financial advisors.
This Agreement shall be construed, and the rights and obligations herein determined, exclusively in accordance with the substantive law of the Commonwealth of Virginia, excluding provisions of Virginia law concerning choice-of-law that would result in the law of any state other than Virginia being applied.
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Offer Letter - Kenny Smith
December 12, 2025
Page 3

Please review and confirm that such terms and conditions conform to your understanding by returning a signed copy of this Agreement.

/s/ David Farbman12/13/2025
David FarbmanDate
Vice-Chair, Freddie Mac Board of Directors
I agree to the terms of this Agreement.
/s/ Kenny Smith12/13/2025
Kenny SmithDate


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