Federal National Mortgage Association Fannie Mae 8-K, filed Jul 23, 2025
Federal National Mortgage Association Fannie Mae (FNMA)
8-K
2025-07-23
For: 2025-07-21
View Original
Added on
April 05, 2026
About this 8-K
Federal National Mortgage Association Fannie Mae filed this 8-K on July 23, 2025, reporting on events of July 21, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
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): July 21, 2025
Federal National Mortgage Association
(Exact name of registrant as specified in its charter)
Fannie Mae
| Federally chartered corporation | ||||||||||||||||||||||||||||||||
| (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):
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 of New Director
On July 21, 2025, Barry Habib was appointed to the Board of Directors of Fannie Mae, effective as of that date. The appointment of Mr. Habib is until the earlier of: (1) the next annual election of Board members; or (2) the date on which he resigns or is 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 Mr. Habib will serve on or whether there are any transactions or relationships involving Mr. Habib that are required to be disclosed by Item 404(a) of Regulation S-K. When they have been determined, we will provide in a future filing any required information about committee assignments or about relationships or transactions.
Director Compensation
Mr. Habib 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.
Indemnification Agreement
Fannie Mae expects to enter into an indemnification agreement with Mr. Habib 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.
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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: July 23, 2025
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