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NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/

For the period ended May 31, 2026. Filed Jul 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Jul 31, 2026

NRUC$19.91+0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-K

For the fiscal year ended 5/31/2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number:1-7102

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

District of Columbia52-0891669
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification no.)
20701 Cooperative Way,Dulles,Virginia,20166
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (703) 467-1800

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
7.35% Collateral Trust Bonds, due 2026NRUC 26New York Stock Exchange
5.50% Subordinated Notes, due 2064NRUCNew York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨Accelerated filer¨Non-accelerated filer x Smaller reporting company¨ 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.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officer's during the relevant recovery period pursuant to §240.10D-1(b).¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ Nox

The Registrant is a tax-exempt cooperative and therefore doesnot issue capital stock.

TABLE OF CONTENTS

Page
PART I
Item 1.Business1
Overview1
Our Business2
Members3
Loan and Guarantee Programs4
Investment Policy8
Industry8
Lending Competition10
Regulation12
Human Capital Management13
Corporate Responsibility15
Available Information16
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments23
Item 1C.Cybersecurity24
Item 2.Properties25
Item 3.Legal Proceedings25
Item 4.Mine Safety Disclosures25
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
Item 6.Reserved26
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)26
Introduction26
Non-GAAP Financial Measures26
Executive Summary27
Consolidated Results of Operations33
Consolidated Balance Sheet Analysis41
Enterprise Risk Management48
Credit Risk50
Liquidity Risk59
Market Risk70
Operational Risk73
Critical Accounting Estimates74
Recent Accounting Changes and Other Developments76
Non-GAAP Financial Measures and Reconciliations76
Item 7A.Quantitative and Qualitative Disclosures About Market Risk80
Item 8.Financial Statements and Supplementary Data81
Report of Independent Registered Public Accounting Firm82
Consolidated Statements of Operations84
Consolidated Statements of Comprehensive Income (Loss)85
Consolidated Balance Sheets86

i

Page
Consolidated Statements of Changes in Equity87
Consolidated Statements of Cash Flows88
Notes to Consolidated Financial Statements90
Note 1 — Summary of Significant Accounting Policies90
Note 2 — Interest Income and Interest Expense101
Note 3 — Investment Securities102
Note 4 — Loans103
Note 5 — Allowance for Credit Losses114
Note 6 — Short-Term Borrowings116
Note 7 — Long-Term Debt118
Note 8 — Subordinated Deferrable Debt121
Note 9 — Members’ Subordinated Certificates122
Note 10 — Derivative Instruments and Hedging Activities124
Note 11 — Equity129
Note 12 — Employee Benefits131
Note 13 — Guarantees133
Note 14 — Fair Value Measurement135
Note 15 — Variable Interest Entities139
Note 16 — Business Segments141
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure146
Item 9A.Controls and Procedures146
Item 9B.Other Information147
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections147
PART III
Item 10.Directors, Executive Officers and Corporate Governance148
Item 11.Executive Compensation160
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters170
Item 13.Certain Relationships and Related Transactions, and Director Independence170
Item 14.Principal Accountant Fees and Services174
PART IV
Item 15.Exhibits and Financial Statement Schedules175
SIGNATURES181

ii

CROSS REFERENCE INDEX OF MD&A TABLES

TableDescriptionPage
1Net Income and TIER27
2Reconciliation of Net Income28
3Adjusted Net Income and Adjusted TIER29
4Reconciliation of Adjusted Net Income29
5Average Balances, Interest Income/Interest Expense and Average Yield/Cost34
6Rate/Volume Analysis of Changes in Interest Income/Interest Expense36
7Non-Interest Income (Loss)38
8Derivative Gains (Losses)39
9Comparative Swap Curves40
10Non-Interest Expense40
11Loans—Outstanding Amount by Member Class and Loan Type42
12Debt—Debt Product Types43
13Debt—Total Debt Outstanding and Weighted-Average Interest Rates45
14Debt—Member Investments46
15Equity47
16Loans—Loan Portfolio Security Profile51
17Loans—Loan Exposure to 20 Largest Borrowers52
18Loans—Loan Geographic Concentration54
19Allowance for Credit Losses by Borrower Member Class and Evaluation Methodology57
20Available Liquidity59
21Liquidity Coverage Ratios60
22Committed Bank Revolving Line of Credit Agreements62
23Short-Term Borrowings—Outstanding Amount and Weighted-Average Interest Rates64
24Short-Term Borrowings—Funding Sources64
25Long-Term and Subordinated Debt— Issuances and Repayments65
26Collateral Pledged66
27Loans—Unencumbered Loans66
28Loans—Scheduled Principal Payments67
29Contractual Obligations68
30Projected Long-Term Sources and Uses of Funds69
31Credit Ratings69
32Interest Rate Sensitivity Analysis72
33Adjusted Net Income77
34TIER and Adjusted TIER77
35Adjusted Total Debt Outstanding and Equity79
36Debt-to-Equity Ratio and Adjusted Debt-to-Equity Ratio79
37Members’ Equity80

iii

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for the fiscal year ended May 31, 2026 (“this Report” or “2026 Form 10-K”) contains certain statements that are considered “forward-looking statements” as defined in and within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not represent historical facts or statements of current conditions. Instead, forward-looking statements represent management’s current beliefs and expectations, based on certain assumptions and estimates made by, and information available to, management at the time the statements are made, regarding our future plans, strategies, operations, financial results or other events and developments, many of which, by their nature, are inherently uncertain and outside our control. Forward-looking statements are generally identified by the use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “target,” “believe,” “expect,” “forecast,” “continue,” “potential,” “opportunity,” “outlook” and similar expressions, whether in the negative or affirmative. All statements about future expectations or projections, including statements about loan volume, the adequacy of the allowance for credit losses, operating income and expenses, leverage and debt-to-equity ratios, borrower financial performance, impaired loans, and sources and uses of liquidity, are forward-looking statements. Although we believe the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual results and performance may differ materially from our forward-looking statements. Therefore, you should not place undue reliance on any forward-looking statement and should consider the risks and uncertainties that could cause our current expectations to vary from our forward-looking statements, including, but not limited to, legislative changes that could affect our tax status and other matters, demand for our loan products, lending competition, changes in the quality or composition of our loan portfolio, changes in our ability to access external financing, fluctuations in interest rates and market volatility, changes in the credit ratings on our debt, valuation of collateral supporting impaired loans, charges associated with our operation or disposition of foreclosed assets, nonperformance of counterparties to our derivative agreements, economic conditions and regulatory or technological changes within the rural electric industry, the costs and impact of legal or governmental proceedings involving us or our members, general economic conditions, governmental monetary and fiscal policies, the occurrence and effect of natural disasters, including severe weather events or public health emergencies, and the factors listed and described under “Item 1A. Risk Factors” in this Report. Forward-looking statements speak only as of the date they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect the impact of events, circumstances or changes in expectations that arise after the date any forward-looking statement is made.

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