NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/

Compensation Discussion and Analysis

Executive Compensation Philosophy and Objectives

The components of our compensation package for the named executive officers (consisting of Mr. Don, Ms. Wang, Mr. Allen, Mr. Bradbury and Mr. Captain) are consistent with those offered to all employees.

Pursuant to CFC’s Compensation Committee charter, the Compensation Committee reviews and makes recommendations to the CFC Board of Directors on CFC’s total compensation philosophy and pay components, including base and incentive pay programs. With respect to the CEO, the Compensation Committee annually reviews and approves corporate goals and objectives relevant to compensation, evaluates performance in light of these goals and objectives, and determines and approves the CEO’s compensation based on this evaluation. Pursuant to the charter, the Compensation Committee has delegated its responsibility for the annual evaluation of the performance of other executive officers to the CEO, and the CEO evaluates performance and determines appropriate base compensation for such other executive officers on the basis of CFC’s goals and objectives.

Our executive compensation program provides a balanced mix of compensation that incorporates the following key components:

•annual base pay;

•an annual cash incentive that is based on the combination of achievement of short-term (one-year) corporate goals and individual performance; and

•retirement, health and welfare and other benefit programs.

While all elements of executive compensation work together to provide a competitive compensation package, each element of compensation is determined independently of the other elements.

Our compensation philosophy is to provide a total compensation package for employees—base pay, annual incentive and benefits—that is competitive in the local employment market. Due to the cooperative nature of the organization, CFC does not offer stock or other equity compensation. Thus, it is important for CFC to pay the named executive officers of CFC competitively in base pay to retain key talent.

Performance—Named executive officers receive base pay that is both market competitive and reflective of their role in developing, implementing and overseeing CFC’s strategy and operations. The annual incentive component of compensation reflects both the performance of the organization and its success in achieving corporate performance metrics established by the board of directors and the executive officer’s individual performance.

Retention—CFC’s success is due in large part to the relationship between our employees and our members. This makes the retention of employees, including the named executive officers, vital to our business and long-term success. The compensation package, particularly the retirement benefits, assist in the retention of a highly qualified management team.

Compensation Analysis

In fiscal year 2026, the Compensation Committee engaged Mercer US to conduct a survey to provide compensation data for the CEO position using 17 peer organizations identified by Mercer US through discussions with the Compensation Committee. Mercer US included companies in the peer group that were similar to CFC in asset size, industry and business description. The peer group included financial institutions that are private market, commercial and/or mission-driven lenders offering full-service financing, investment and related services. The companies targeted as peer companies included six members of the Farm Credit System and 11 regional banks and financial services companies.

The peer group companies had assets ranging from appro ximately 50% to 200% of CFC’s November 30, 2024 total assets of $37.1 billion. The peer group consisted of financial services organizations Webster Financial Corporation; Synovus Financial Corp.; Navient Corporation; BankUnited, Inc.; Hancock Whitney Corporation; Commerce Bancshares, Inc.;

Federal Agricultural Mortgage Corporation; SLM Corporation; OneMain Holdings, Inc.; Rocket Companies, Inc.; and Bread Financial Holdings, Inc. as well as six Farm Credit System peers.

Mercer US led the Compensation Committee through an assessment of CEO compensation data for the peer group companies. Mercer US’ data included both actual compensation and target compensation based on information obtained from each peer group company’s most recent annual report or proxy statement.

The elements of compensation reviewed for the peer group companies include the following data aged to August 2026:

•current base salary;

•target and actual annual incentive;

•actual long-term incentive granted, which included restricted stock awards (valued at face value on the date of grant), stock option awards (valued at grant date utilizing the Black-Scholes option pricing model), other long-term incentive target awards (valued at target value on date of award) and cash long-term incentive payouts (valued at actual payout on date of award if target value is not disclosed);

•sign-on awards, special awards and mega-grants annualized over the term of the employment contract or the vesting schedule; and

•annualized value of retirement, perquisites and other noncash compensation.

The Compensation Committee reviewed total compensation data for the peer group for informational purposes and used this data to determine the competitiveness of compensation and to set CEO base pay.

In determining the base compensation paid to our other named executive officers, the CEO engaged Mercer US to compile benchmark data of financial services and other organizations of similar asset size as CFC in order to obtain a general understanding of current compensation practices and to ensure that the base pay component of compensation for the named executive officers other than the CEO is competitive with such institutions. CFC has often recruited non-CEO talent from industries outside the financial services sector. As a result, the CEO considers data from surveys covering a larger and broader group of for-profit companies in setting compensation for the other named executive officers than the Compensation Committee considers in setting compensation for the CEO. The CEO considered the data to gain a general understanding of current compensation practices at institutions of similar asset size to CFC; he did not review or consider underlying data pertaining to individual organizations comprising any of the survey groups. Instead, the CEO considered the aggregate compensation data to enhance his understanding of current practices in setting compensation at competitive levels.

Elements of Compensation

Base Pay — Our philosophy is to provide annual base pay that reflects the value of the job in the marketplace, as well as employee experience, skills and tenure within a salary range. To attract and retain a highly skilled workforce, we must remain competitive with the pay of other employers that compete with us for talent.

After reviewing the performance of the organization and the evaluation of the CEO’s performance by each board member, the Compensation Committee concluded that the CEO and the organization performed extremely well during this business year, with business results meeting or exceeding company targets for many key performance metrics, and the CEO continuing to demonstrate outstanding leadership. Therefore, in recognition of his strong performance and leadership, the committee increased the CEO’s base pay to $1,489,610 effective June 1, 2026.

As discussed above, Mr. Don, pursuant to the delegation of authority provided to the CEO from the Compensation Committee, exercised his judgment to set the annual base pay for the other named executive officers based on general market data, overall company performance and individual leadership accomplishments.

Mr. Don determined that Ms. Wang, Mr. Allen, Mr. Bradbury and Mr. Captain all performed well in their various roles as senior leaders of the organization, with each contributing to the achievement of corporate strategies and objectives in a positive and meaningful way. As a result, Ms. Wang, Mr. Allen, Mr. Bradbury and Mr. Captain received merit increases to their base pay. The increases are included in the total compensation table below.

Annual Incentive — Our annual cash incentive program for fiscal year 2026 was a one-year cash incentive that was tied to the annual performance of the organization as well as individual performance. We believe that by paying an incentive tied to the achievement of annual operating goals as well as individual performance, all employees, including named executive officers, will focus their efforts on the most important strategic objectives that will help us fulfill our mission to our members and our obligations to the financial markets while also exhibiting high levels of performance. Additionally, the annual incentive pay enhances our ability to provide competitive compensation while at the same time aligning total compensation paid to the achievement of corporate goals. Every employee participates in the annual incentive program, and the corporate strategic goals are the same for all employees, including the named executive officers.

The annual incentive program provides maximum annual cash incentive opportunities based on the employee’s position level within our base pay structure, ranging from 26% to 40% of base pay. Named executive officers are eligible to receive annual cash incentive compensation of up to 40% of their base pay. In May 2026, the Compensation Committee voted to increase the eligible annual cash incentive compensation to up to 60% of base pay for the CEO beginning in fiscal year 2027. The individual performance component of the plan is determined by the employee’s performance rating, which is weighted from 0% to 100%, and the level of their position within our base pay structure, which determines the portion of the total annual incentive payout tied to individual performance, ranging from 20% to 80%. The remainder of the payout is based on company performance against established corporate goals.

Our approach to establishing corporate goals for annual incentive compensation has not changed since the plan’s inception. Corporate performance is measured using a balanced scorecard approved by the board of directors prior to the start of the fiscal year. The balanced scorecard is a performance management tool that articulates the corporate strategy into specific, quantifiable and measurable goals. The goals have always been tied to enhancing service to our member-owners while ensuring all aspects of the business are effectively managed.

The scorecard is divided into four quadrants, reflecting crucial areas of business performance. Specific goals are established within those quadrants to focus all employees on the target results and measures that must be achieved if we are to succeed at realizing our strategic plan. The intent is to align organizational, departmental and individual initiatives to achieve a common set of goals.

The four quadrants for fiscal year 2026, which were the basis for the annual incentive payment, were Member; Financial; Internal Process; and Operational Excellence. For fiscal year 2026, the board of directors established eight corporate goals within these four quadrants. The board of directors establishes corporate goals and measures they believe are challenging but achievable if each individual performs well in their role and we meet our internal business plan goals.

The goals for fiscal year 2026 were:

•Member: Two goals supporting expansion of member participation in CFC loan products and achieving exceptional member satisfaction.

•Financial: Two goals supporting efforts to meet or exceed established financial targets to maintain CFC’s financial strength.

•Internal Process: One goal focused on managing CFC’s operating expense levels.

•Operational Excellence: Three goals focused on engaging and educating employees to leverage technology to enhance operations; successfully implementing the Choice borrower program; and maintaining 100% borrower count.

The determination of the extent to which the eight goals were achieved and, therefore, the amount to be paid out under the annual incentive plan for fiscal year 2026 was confirmed by the board of directors in July 2026. The board determined that seven goals were achieved at 100%, and one goal was achieved at 75%. Each goal carries a different weight varying between 5% and 20%, resulting in an aggregate payout of 95% of the total opportunity. In addition, CFC includes a payout contingency for its executive officers linked to its issuer credit ratings for the fiscal year 2026 annual incentive plan, underscoring the ongoing importance of these ratings in performance evaluation and compensation decisions.

CFC has a 10-year average payout of 20.69% of base salaries for all employees across both our legacy short-term incentive plans and the new annual incentive plans. The average payout of base salaries for all employees in the fiscal year 2026 annual incentive plan is 25.11%.

Risk Assessment

The Compensation Committee conducts an annual risk assessment of the company’s compensation policies and practices, particularly annual incentive plan goals, to ensure that the policies and practices do not encourage excessive risk. For fiscal year 2026, the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to provide incentives for behavior that could have a material adverse effect on the company.

Benefits

An important retention tool is our defined benefit pension plan, the Retirement Security Plan. CFC participates in a multiple-employer pension plan managed by NRECA. We balance the effectiveness of this plan as a compensation and retention tool with the cost of the annual premium incurred to participate in this pension plan. The value of the pension benefit is determined by base pay only and does not include other cash compensation.

We also have an Executive Benefit Restoration Plan (“EBR”). The EBR is a plan for a select group of management, to increase their retirement benefits above amounts available under the Retirement Security Plan, which is restricted by Internal Revenue Service (“IRS”) limitations on annual pay levels and maximum annual annuity benefits. The EBR restores the value of the Retirement Security Plan for named executive officers to the level it would be if the IRS limits on annual pay and annual annuity benefits were not in place. Unlike the Retirement Security Plan, the EBR is an unfunded, unsecured obligation of CFC and is not qualified for tax purposes. In May 2026, the board approved amendments to the EBR to update provisions relating to participant eligibility and payments applicable under the plan in specified circumstances. The EBR, as amended, became effective on June 2, 2026. A copy of the EBR is filed as an exhibit to this Annual Report. All five of the named executive officers are participants in the EBR.

Under the EBR, we pay any amounts owed to the named executive officers for the restoration benefit once the risk of forfeiture has expired; amounts will be paid directly by CFC. We record an unfunded pension obligation and an offsetting adjustment to AOCI for this liability.

For more information on the Retirement Security Plan and the EBR, see “Pension Benefits Table” below.

As an additional retention tool designed to assist named executive officers in deferring compensation for use in retirement, each named executive officer is also eligible to participate in CFC’s nonqualified 457(b) deferred compensation savings plan. Contributions to this plan are limited by IRS regulations. The calendar year 2026 cap for contributions is $24,500. There is no CFC contribution to the deferred compensation plan. For more information see “Nonqualified Deferred Compensation” below.

Other Compensation

We provide named executive officers with other benefits, as reflected in the All Other Compensation column in the “Summary Compensation Table” below, that we believe are reasonable and consistent with our compensation philosophy. We do not provide significant perquisites or personal benefits to the named executive officers.

The Compensation Committee considers perquisites for the CEO in connection with its annual review of the CEO’s total compensation package described above. The perquisites provided to Mr. Don are limited to an annual automobile allowance and an annual spousal air travel allowance to permit Mr. Don’s spouse to accompany him on business travel. To provide the automobile and spousal travel perquisites in an efficient fashion, the board of directors authorizes an annual allowance rather than providing unlimited reimbursement or use of a company-owned vehicle. The amount of each allowance is authorized annually by the board of directors and is determined based on the estimated cost for operation and maintenance of an automobile and the anticipated cost of air travel by the CEO’s spouse. For fiscal year 2026, the board of directors authorized an aggregate of $50,000 to cover these two allowances.

Severance/Change-in-Control Agreements

Mr. Don has an executive agreement with CFC under which he may continue to receive compensation and benefits in certain circumstances after resignation or termination of employment. The value of his severance package was determined to be appropriate for a CEO and approved by the Compensation Committee as part of his employment contract. No other named executive officers have termination or change-in-control agreements. For more information on these severance arrangements, see “Termination of Employment and Change-in-Control Arrangements” below.

Compensation Committee Report

The Compensation Committee of the board of directors oversees CFC’s compensation program on behalf of the board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the “Compensation Discussion and Analysis” set forth in this Annual Report on Form 10-K. Based on this review and discussion, the Compensation Committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this Form 10-K.

Submitted by the Compensation Committee:

Brent McRae

Shane Larson

Donnie Bidegain

John Bartley

Bruce Anthony Everhart

Scott Peters

William A. Roberts

The information in the Compensation Committee Report above does not constitute “soliciting material” and will not be deemed “filed” with the SEC or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate SEC filings by references, in whole or in part, notwithstanding anything to the contrary set forth in those filings.

Summary Compensation Table

The summary compensation table below sets forth the aggregate compensation for the fiscal years ended May 31, 2026, 2025 and 2024 earned by the named executive officers.

(1) Includes amounts given as one-time cash awards in lieu of or in addition to base pay increases. Details for 2026 can be found in “Compensation Discussion and Analysis—Elements of Compensation” above.

(2)Includes amounts earned and amounts vested during each respective fiscal year and payable as of May 31 under the annual incentive plans. For a discussion of the long-term and annual incentive plans, see “Compensation Discussion and Analysis—Elements of Compensation” above. The amounts earned by each named executive officer under these incentive plans are listed above.

(3) Represents the aggregate change in the actuarial present value of the accumulated pension benefit under the NRECA Retirement Security Plan, the multiple-employer defined benefit pension plan in which CFC participates, during each respective fiscal year as calculated by NRECA.

(4) For Mr. Don for fiscal year 2026, includes perquisites comprising Mr. Don’s automobile allowance and his spousal air travel allowance. The annual automobile allowance is calculated based on estimated costs associated with maintenance, use and insurance of a personal automobile. The annual spousal travel allowance is calculated based on the anticipated air travel for Miss Nickodem (Mr. Don’s spouse) during the fiscal year. The aggregate automobile and spousal air travel allowance was $50,000 for fiscal year 2026. The remaining amounts included in this column represent CFC contributions on behalf of each named executive officer pursuant to the CFC 401(k) defined contribution plan and contributions to health savings accounts.

The following chart has the amounts paid to each named executive officer under the annual incentive plan in fiscal years 2026, 2025 and 2024 and long-term incentive plan for fiscal year 2024.

(1) Includes amounts equal to 100% of the total opportunity achieved in fiscal years 2026 and 2025. For fiscal year 2024, the annual incentive plan includes amounts equal to 80% of the total opportunity achieved and paid within the fiscal year earned.

(2)Includes amounts equal to 20% of the total opportunity achieved and will be paid two years following the end of the fiscal year in which it was earned.

(3) The last long-term incentive plan payout was May 31, 2024.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Our annual cash incentive program for fiscal year 2026 was a one-year cash incentive tied to the annual performance of the organization as well as individual performance. The following table shows the threshold, target and maximum amounts applicable to each named executive officer as of the beginning of the incentive period.

Employment Contracts

Pursuant to an employment agreement amendment executed on February 29, 2024, CFC extended the initial employment term of Mr. Don as Chief Executive Officer through May 31, 2027 unless extended as provided by the terms of the contract or unless otherwise terminated in accordance with the terms of the Agreement. The Agreement provides that CFC shall pay Mr. Don a base salary at an annual rate of not less than $1,161,000 per annum plus such incentive payments (if any) as may be awarded to him. In addition, pursuant to the Agreement, Mr. Don is entitled to certain payments in the event of his termination other than for cause (e.g., Mr. Don leaving for good reason, disability or termination due to death). See “Termination of Employment and Change-in-Control Arrangements” below for a description of these provisions and for information on these amounts.

Pension Benefits Table

CFC is a participant in a multiple-employer defined benefit pension plan, the Retirement Security Plan, which is administered by NRECA. Since this plan is a multiple-employer plan in which CFC participates, CFC is not liable for the amounts shown in the table below and such amounts are not reflected in CFC’s audited financial statements. CFC’s expense is limited to the annual premium to participate in the Retirement Security Plan. There is no funding liability for CFC for this plan.

The Retirement Security Plan is a qualified plan in which all employees are eligible to participate upon completion of one year of service. Each of the named executive officers participates in the qualified pension plan component of the Retirement Security Plan. Under the current pension plan, participants are entitled to receive annually, under a 50% joint and surviving spouse annuity, 1.70% of the average of their five highest base salaries during their participation in the Retirement Security Plan, multiplied by the number of years of participation in the plan. The value of the pension benefit is determined by base pay only and does not include other cash compensation. Normal retirement age under the qualified pension plan is age 65; however, the plan does allow for early retirement with reduced benefits beginning at age 55. For early retirement, the pension benefit will be reduced by 1/15 for each of the first five years and 1/30 for each of the next five years by which the elected early retirement date precedes the normal retirement date. CFC reduced the value of the pension plan effective September 1, 2010. Benefits accrued prior to September 1, 2010, are based on a benefit level of 1.90% of the average of their five highest base salaries during their participation in the Retirement Security Plan and a normal retirement age of 62.

CFC also offers an EBR. Five of the named executive officers participate in the EBR. The purpose of this plan is to increase the retirement benefits above amounts available under the Retirement Security Plan, which is restricted by IRS limitations on annual pay levels and maximum annual annuity benefits. The EBR restores the value of the Retirement Security Plan for the participating officers to the level it would be if the IRS limits on annual pay and annual annuity benefits were not in place.

The benefit and payout formula under these restoration plans is similar to that under the qualified Retirement Security Plan. Mr. Don hasreached the vesting date in accordance with provisions of the EBR plan, and as a result, no longer has a risk of forfeiture of the benefit under the EBR plan. Distributions are made from these plans to those named executive officers annually. The details of these distributions are shown in the Pension Benefits table below.

The following table contains the years of service, the present value of the accumulated benefit for the named executive officers listed in the “Summary Compensation Table” as of May 31, 2026, as calculated by NRECA and distributions from the plans for the fiscal year then ended.

(1) CFC is a participant in a multiple-employer pension plan. Credited years of service, therefore, includes not only years of service with CFC, but also years of service with another cooperative participant in the multiple-employer pension plan. All named executive officers have credited years of service only with CFC.

(2)Amount represents the actuarial present value of the named executive officer’s accumulated benefit under this plan as of May 31, 2026, as provided by the plan administrator, NRECA, using interest rates ranging from 4.06% to 5.93% per annum and mortality according to tables prescribed by the IRS as published in Revenue Rulings 2001-62 and 2007-67.

(3) Distributions for Mr. Don during fiscal year 2026 were as a result of him no longer being at risk of forfeiture with respect to these amounts provided under the EBR plan. Ms. Wang, Mr. Allen, Mr. Bradbury and Mr. Captain continue to have a risk of forfeiture of the benefits under the EBR; therefore, no payments have been made.

Nonqualified Deferred Compensation

The CFC deferred compensation plan is a nonqualified deferred compensation savings program for the senior executive group, including each of the named executive officers, and other select management or highly compensated employees designated by CFC. Participants may elect to defer up to the lesser of 100% of their compensation for the year or the applicable IRS statutory dollar limit in effect for that calendar year. The calendar year 2026 cap for contributions is $24,500. During the three plan years immediately prior to the date a participant attains normal retirement age, participants may be eligible for a statutory catch-up provision that allows them to defer more than the annual contribution limit. Compensation for the purpose of this plan is defined as the total amount of compensation, including incentive pay, if any, paid by CFC. CFC does not make any contributions to this plan.

The accounts are credited with “earnings” based on the participants’ selection of available investment options (currently, nine options) within the Homestead Funds. When a participant ceases to be an employee for any reason, distribution of the account will generally be made in 15 substantially equal annual payments beginning approximately 60 days after termination (unless an election is made to change the form and timing of the payout). The participant may elect either a single lump sum or substantially equal annual installments paid over no less than two and no more than 14 years. The amount paid is based on the accumulated value of the account.

The following table summarizes information related to the nonqualified deferred compensation plan in which the named executive officers listed in the “Summary Compensation Table” were eligible to participate during the fiscal year ended May 31, 2026.

(1)Executive contributions are also included in the fiscal year 2026 Salary column in the “Summary Compensation Table” above.

Termination of Employment and Change-in-Control Arrangements

Mr. Don has an executive agreement with CFC under which he may continue to receive base salary and benefits in certain circumstances after resignation or termination of employment. No other named executive officers have termination or change-in-control agreements.

Mr. Don

Under the executive agreement with Mr. Don, if CFC terminates his employment without “cause” or Mr. Don terminates his employment for “good reason” (each term as defined below), CFC is obligated to pay him, in substantially equal monthly installments over the 12-month period following the termination of employment, an amount equal to the product of two times the sum of (i) his annual base salary at the rate in effect at the time of termination and (ii) the annual incentive earned if any, for the year prior to the year in which such termination occurs.

Assuming a triggering event on May 31, 2026, the compensation payable to Mr. Don for termination without cause or for good reason would be $3,817,814. The actual payments due on a termination without cause or for good reason on different dates could materially differ from this estimate.

For purposes of Mr. Don’s executive agreement, “cause” generally means (i) the willful and continued failure by Mr. Don to perform his duties under the agreement or comply with written policies of CFC, (ii) willful conduct materially injurious to CFC or (iii) conviction of a felony involving moral turpitude. “Good reason” generally means (i) a reduction in the rate of Mr. Don’s base salary, (ii) a decrease in his titles, duties or responsibilities, or the assignment of new responsibilities which, in either case, is materially less favorable to Mr. Don when compared with his titles, duties and responsibilities that were in effect immediately prior to such assignment or (iii) the relocation of CFC’s principal office or the relocation of Mr. Don to a location more than 50 miles from the principal office of CFC.

This estimate does not include amounts to which the named executive officer would be entitled to upon termination, such as base salary to date, unpaid bonuses earned, unreimbursed expenses, paid vacation time and any other earned benefits under company plans.

Chief Executive Officer Pay Ratio

The fiscal year 2026 compensation ratio of the median annual total compensation of all our employees to the annual total compensation of our Chief Executive Officer is as follows:

In determining the median employee, a listing was prepared of all active employees of CFC as of March 31, 2026. We did not make any assumptions, adjustments or estimates with respect to total compensation. We did not annualize the compensation for any part-time employees or those who were not employed by us for the full 10-month portion of the fiscal year. We determined the compensation of our median employee by (i) taking the total gross compensation earned fiscal year-to-date for all active employees as of March 31, 2026 and (ii) ranking the total gross compensation of all employees, except the Chief Executive Officer, from lowest to highest.

After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the above Summary Compensation Table.

Director Compensation Table

Directors receive a $90,000 annual fee for their service on the CFC board (in addition to $5,000 for committee chairpersons and $10,000 for board executives). Additionally, the directors receive reimbursement for reasonable travel expenses. These fees are paid on a monthly basis and reimbursement for travel expenses is paid following the conclusion of each board meeting.

Below is a summary of the total compensation earned by each of CFC’s directors during the fiscal year ended May 31, 2026.

Compensation Committee Interlocks and Insider Participation

There were no Compensation Committee interlocks or insider participation related to executive compensation during the fiscal year ended May 31, 2026.