Fannie Mae Enters Material Definitive Agreement

TL;DR

Fannie Mae signed a big deal on Jan 2, 2025. Details TBD.

AI Summary

On January 2, 2025, Federal National Mortgage Association (Fannie Mae) entered into a material definitive agreement. The filing also includes other events and financial statements/exhibits. The specific details of the agreement are not provided in this excerpt, but it is classified as a significant contract.

Why It Matters

This filing indicates Fannie Mae has entered into a significant contract, which could impact its operations and financial standing.

Risk Assessment

Risk Level: medium — The nature of a 'material definitive agreement' can carry significant financial and operational implications, but specific details are not yet disclosed.

Key Players & Entities

• Federal National Mortgage Association (company) — Registrant
• Fannie Mae (company) — Common Name
• January 2, 2025 (date) — Date of earliest event reported

FAQ

Filing Documents

• fnm-20250102.htm (8-K) — 46KB
• exhibit101.htm (EX-10.1) — 36KB
• exhibit991.htm (EX-99.1) — 14KB
• 0000310522-25-000004.txt ( ) — 217KB
• fnm-20250102.xsd (EX-101.SCH) — 2KB
• fnm-20250102_lab.xml (EX-101.LAB) — 19KB
• fnm-20250102_pre.xml (EX-101.PRE) — 11KB
• fnm-20250102_htm.xml (XML) — 2KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Letter Agreement with Treasury On January 2, 2025, Fannie Mae, through the Federal Housing Finance Agency ("FHFA"), acting on Fannie Mae's behalf in its capacity as conservator, and the United States Department of the Treasury ("Treasury") entered into a letter agreement (the "January 2025 Letter Agreement"). The January 2025 Letter Agreement modified certain provisions of the Amended and Restated Senior Preferred Stock Purchase Agreement, as amended, between Fannie Mae and Treasury (which we refer to as the "SPSPA"), as well as certain terms of the Variable Liquidation Preference Senior Preferred Stock, Series 2008-2 (which we refer to as the "senior preferred stock") and the Warrant to Purchase Common Stock, dated September 7, 2008 (which we refer to as the "warrant"), that Fannie Mae issued to Treasury in connection with the execution of the SPSPA in 2008. We describe the terms of the SPSPA, the senior preferred stock and the warrant prior to these modifications in our annual report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K") in "Business—Conservatorship and Treasury Agreements," "Note 2, Conservatorship, Senior Preferred Stock Purchase Agreement and Related Matters—Senior Preferred Stock Purchase Agreement" and "Note 12, Equity." Senior Preferred Stock Purchase Agreement Modifications The January 2025 Letter Agreement's modifications to the SPSPA include the following: Removal of Suspended Covenants. The January 2025 Letter Agreement removed the restrictive covenants in the SPSPA that had previously been suspended by a September 14, 2021 letter agreement. These covenants are listed below: Section 5.12(c)—relating to the single counterparty volume cap on single-family acquisitions for cash; Section 5.13—relating to the limit on multifamily volume; Section 5.14(a)—relating to the limit on specified higher-risk single-family acquisitions; and Section 5.14(b)—relating to the

01 Other Events

Item 8.01 Other Events. Treasury and FHFA Side Letter On January 2, 2025, FHFA and Treasury entered into a side letter agreement (the "Side Letter"). In the Side Letter, FHFA and Treasury agreed to complete certain actions prior to the termination of the conservatorship of Fannie Mae or Freddie Mac, which are summarized below: Commitment to Conduct Market Impact Assessment. Prior to a termination of the conservatorship of Fannie Mae or Freddie Mac (other than through a receivership), FHFA will issue a public request for information outlining options for the termination of conservatorship and seek input on potential impacts of each option on the housing market and on Fannie Mae and Freddie Mac. Following the public input period, FHFA will brief the Financial Stability Oversight Council on a summary of the public input received. No more than six months prior to FHFA's request for Treasury's consent to the termination of the conservatorship of Fannie Mae or Freddie Mac (other than through a receivership), FHFA will provide Treasury a specific proposal that: (1) sets forth its recommended approach to the termination of the conservatorship; (2) reflects the public input received; (3) includes a market impact assessment describing how the recommended approach may impact the housing market and Fannie Mae or Freddie Mac; and (4) addresses any amendments to the SPSPA, senior preferred stock certificate or warrant that may be required to implement the recommended approach to the termination of the conservatorship. Conservatorship. Treasury will consult with the President prior to consenting to any request by FHFA, Fannie Mae or Freddie Mac pursuant to Section 5.3 of the SPSPA related to a termination of conservatorship. The description of the Side Letter provided in this report is qualified in its entirety by reference to the full text of the letter, which is filed as Exhibit 99.1 to this report and incorporated herein by reference. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . The following exhibits are being submitted with this report. Exhibit Number Description of Exhibit 10.1 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association, acting through the Federal Housing Finance Agency as its conservator, dated January 2, 2025 99.1 Side Letter Agreement between the Federal Housing Finance Agency and the United States Department of the Treasury, dated January 2, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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: January 7, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR