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Stockholders' Equity and Earnings per Share
 12 Months Ended
Dec. 31, 2025
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY AND EARNINGS PER SHARE
Stockholders' Equity and Earnings Per Share
Senior Preferred Stock
Pursuant to the Purchase Agreement described in Note 2, we issued one million shares of senior preferred stock to Treasury on September 8, 2008, in partial consideration of Treasury's commitment to provide funds to us.
Shares of the senior preferred stock have a par value of $1 and have a stated value and initial liquidation preference of $1 billion, or $1,000 per share. The liquidation preference of the senior preferred stock is subject to adjustment. See Note 2 for a detailed discussion of the liquidation preference of the senior preferred stock.
Treasury, as the holder of the senior preferred stock, is entitled to receive quarterly cash dividends, when, as, and if declared by our Board of Directors. The dividends we have paid to Treasury on the senior preferred stock have been declared by, and paid at the direction of, the Conservator, acting as successor to the rights, titles, powers, and privileges of the Board of Directors. See Note 2 for additional information concerning our senior preferred stock dividends.
The senior preferred stock is senior to our common stock and all other outstanding series of our preferred stock, as well as any capital stock we issue in the future, as to both dividends and rights upon liquidation. The senior preferred stock provides that we may not, at any time, declare or pay dividends on, make distributions with respect to, redeem, purchase or acquire, or make a liquidation payment with respect to, any common stock or other securities ranking junior to the senior preferred stock unless:
n Full cumulative dividends on the outstanding senior preferred stock (including any unpaid dividends added to the liquidation preference) have been declared and paid in cash and
n All amounts required to be paid with the net proceeds of any issuance of capital stock for cash (as described below) have been paid in cash.
Shares of the senior preferred stock are not convertible. Shares of the senior preferred stock have no general or special voting rights, other than those set forth in the certificate of designation for the senior preferred stock or otherwise required by law. The consent of holders of at least two-thirds of all outstanding shares of senior preferred stock is generally required to amend the terms of the senior preferred stock or to create any class or series of stock that ranks prior to or on parity with the senior preferred stock.
We are not permitted to redeem the senior preferred stock prior to the termination of Treasury's funding commitment set forth in the Purchase Agreement; however, we are permitted to pay down the liquidation preference of the outstanding shares of senior preferred stock to the extent of accrued and unpaid dividends previously added to the liquidation preference and not previously paid down and quarterly commitment fees previously added to the liquidation preference and not previously paid down. Pursuant to the January 2021 Letter Agreement, we are permitted to issue common stock with aggregate gross proceeds of up to $70 billion after Treasury's exercise in full of its warrant to acquire 79.9% of our common stock and resolution of currently pending material litigation related to our conservatorship and the Purchase Agreement, and we are permitted to use the net proceeds of such issuance(s) to build capital. If we issue any other shares of capital stock for cash while the senior preferred stock is outstanding, the net proceeds of such issuances must be used to pay down the liquidation preference of the senior preferred stock; however, the liquidation preference of each share of senior preferred stock may not be paid down below $1,000 per share prior to the termination of Treasury's funding commitment. Following the termination of Treasury's funding commitment, we may pay down the liquidation preference of all outstanding shares of senior preferred stock at any time, in whole or in part. If, after termination of Treasury's funding commitment, we pay down the liquidation preference of each outstanding share of senior preferred stock in full, the shares will be deemed to have been redeemed as of the payment date.
The table below provides a summary of our senior preferred stock outstanding at December 31, 2025.
Table 11.1 - Senior Preferred Stock
(In millions, except initial liquidation preference price per share)
Shares
Authorized
Shares
Outstanding
Total
Par Value
Initial
Liquidation
Preference
Price per Share
Total
Liquidation
Preference
Non-draw adjustments:
20081.00 1.00 $1.00 $1,000 $1,000 
2017— — — N/A3,000 
2019— — — N/A3,674 
2020— — — N/A7,217 
2021— — — N/A11,420 
2022— — — N/A9,919 
2023— — — N/A9,431 
2024— — — N/A11,729 
2025— — — N/A11,210 
Total non-draw adjustments1.00 1.00 1.00 68,600 
Draw adjustments:
2008— — — N/A13,800 
2009— — — N/A36,900 
2010— — — N/A12,500 
2011— — — N/A7,971 
2012— — — N/A165 
2018— — — N/A312 
Total draw adjustments— — — 71,648 
Total senior preferred stock1.00 1.00 $1.00 $140,248 
No cash was received from Treasury under the Purchase Agreement in 2025 because we had positive net worth at December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025 and, consequently, FHFA did not request a draw on our behalf in 2025. At December 31, 2025, our assets exceeded our liabilities under GAAP; therefore, no draw is being requested from Treasury under the Purchase Agreement.
Common Stock Warrant
Pursuant to the Purchase Agreement described in Note 2, on September 7, 2008, we issued a warrant to purchase common stock to Treasury, in partial consideration of Treasury's commitment to provide funds to us.
The warrant may be exercised in whole or in part at any time on or before September 7, 2028, by delivery to us of a notice of exercise, payment of the exercise price of $0.00001 per share, and the warrant. If the market price of one share of our common stock is greater than the exercise price, then, instead of paying the exercise price, Treasury may elect to receive shares equal to the value of the warrant (or portion thereof being canceled) pursuant to the formula specified in the warrant. Upon exercise of the warrant, Treasury may assign the right to receive the shares of common stock issuable upon exercise to any other person.
We account for the warrant in permanent equity. At issuance on September 7, 2008, we recognized the warrant at fair value, and we do not recognize subsequent changes in fair value while the warrant remains classified in equity. We recorded an aggregate fair value of $2.3 billion for the warrant as a component of additional paid-in-capital. We derived the fair value of the warrant using a modified Black-Scholes model. If the warrant is exercised, the stated value of the common stock issued will be reclassified to common stock on our consolidated balance sheets. The warrant was determined to be in-substance non-voting common stock, because the warrant's exercise price of $0.00001 per share is considered non-substantive (compared to the market price of our common stock). As a result, the shares associated with the warrant are included in the computation of basic and diluted earnings per share. The weighted average shares of common stock for the years ended December 31, 2025, 2024, and 2023 included shares of common stock that would be issuable upon full exercise of the warrant issued to Treasury.
Preferred Stock
We have the option to redeem our preferred stock on specified dates, at their redemption price plus dividends accrued through the redemption date. However, without the consent of Treasury, we are restricted from making payments to purchase or redeem preferred stock as well as paying any preferred dividends, other than dividends on the senior preferred stock. All 24 classes of preferred stock are perpetual and non-cumulative, and carry no significant voting rights or rights to purchase
additional Freddie Mac stock or securities. Costs incurred in connection with the issuance of preferred stock are charged to additional paid-in capital.
The table below provides a summary of our preferred stock outstanding at their redemption values at December 31, 2025.
Table 11.2 - Preferred Stock
(In millions, except redemption price per share)
Issue Date
Shares
Authorized
Shares
Outstanding
Total
Par Value
Redemption
Price per
Share
Total
Outstanding
Balance
Redeemable
On or After
OTCQB
Symbol
Preferred stock:   
1996 Variable-rate(1)(2)
April 26, 19965.00 5.00 $5.00 $50.00 $250 June 30, 2001FMCCI
5.81%October 27, 19973.00 3.00 3.00 50.00 150 October 27, 1998(3)
5%March 23, 19988.00 8.00 8.00 50.00 400 March 31, 2003FMCKK
1998 Variable-rate(1)(4)
September 23 and 29, 19984.40 4.40 4.40 50.00 220 September 30, 2003FMCCG
5.10%September 23, 19988.00 8.00 8.00 50.00 400 September 30, 2003FMCCH
5.30%October 28, 19984.00 4.00 4.00 50.00 200 October 30, 2000(3)
5.10%March 19, 19993.00 3.00 3.00 50.00 150 March 31, 2004(3)
5.79%July 21, 19995.00 5.00 5.00 50.00 250 June 30, 2009FMCCK
1999 Variable-rate(5)
November 5, 19995.75 5.75 5.75 50.00 287 December 31, 2004FMCCL
2001 Variable-rate(6)
January 26, 20016.50 6.50 6.50 50.00 325 March 31, 2003FMCCM
2001 Variable-rate(1)(7)
March 23, 20014.60 4.60 4.60 50.00 230 March 31, 2003FMCCN
5.81%March 23, 20013.45 3.45 3.45 50.00 173 March 31, 2011FMCCO
6%May 30, 20013.45 3.45 3.45 50.00 173 June 30, 2006FMCCP
2001 Variable-rate(8)
May 30, 20014.02 4.02 4.02 50.00 201 June 30, 2003FMCCJ
5.70%October 30, 20016.00 6.00 6.00 50.00 300 December 31, 2006FMCKP
5.81%January 29, 20026.00 6.00 6.00 50.00 300 March 31, 2007(3)
2006 Variable-rate(1)(9)
July 17, 200615.00 15.00 15.00 50.00 750 June 30, 2011FMCCS
6.42%July 17, 20065.00 5.00 5.00 50.00 250 June 30, 2011FMCCT
5.90%October 16, 200620.00 20.00 20.00 25.00 500 September 30, 2011FMCKO
5.57%January 16, 200744.00 44.00 44.00 25.00 1,100 December 31, 2011FMCKM
5.66%April 16, 200720.00 20.00 20.00 25.00 500 March 31, 2012FMCKN
6.02%July 24, 200720.00 20.00 20.00 25.00 500 June 30, 2012FMCKL
6.55%September 28, 200720.00 20.00 20.00 25.00 500 September 30, 2017FMCKI
2007 Fixed-to-floating rate(1)(10)
December 4, 2007240.00 240.00 240.00 25.00 6,000 December 31, 2012FMCKJ
Total, preferred stock464.17 464.17 $464.17 $14,109 
(1)On May 11, 2023, we posted fallback information on our legacy LIBOR-indexed securities, including the classes of our Preferred Stock that used either three-month LIBOR or 12-month LIBOR as their reference rates. Beginning on July 1, 2023, those classes transitioned from three-month LIBOR and 12-month LIBOR to spread-adjusted three-month CME Term SOFR and spread-adjusted 12-month CME Term SOFR, respectively.
(2)Dividend rate resets quarterly and is equal to the sum of spread-adjusted three-month CME Term SOFR plus 1% divided by 1.377, and is capped at 9.00%.
(3)Issued through private placement.
(4)Dividend rate resets quarterly and is equal to the sum of spread-adjusted three-month CME Term SOFR plus 1% divided by 1.377, and is capped at 7.50%.
(5)Dividend rate resets on January 1 every five years after January 1, 2005 based on a five-year Constant Maturity Treasury rate, and is capped at 11.00%. Optional redemption on December 31, 2004 and on December 31 every five years thereafter.
(6)Dividend rate resets on April 1 every two years after April 1, 2003 based on the two-year Constant Maturity Treasury rate plus 0.10%, and is capped at 11.00%. Optional redemption on March 31, 2003 and on March 31 every two years thereafter.
(7)Dividend rate resets on April 1 every year based on spread-adjusted 12-month CME Term SOFR minus 0.20%, and is capped at 11.00%. Optional redemption on March 31, 2003 and on March 31 every year thereafter.
(8)Dividend rate resets on July 1 every two years after July 1, 2003 based on the two-year Constant Maturity Treasury rate plus 0.20%, and is capped at 11.00%. Optional redemption on June 30, 2003 and on June 30 every two years thereafter.
(9)Dividend rate resets quarterly and is equal to the sum of spread-adjusted three-month CME Term SOFR plus 0.50% but not less than 4.00%.
(10)Dividend rate is set at an annual fixed rate of 8.375% from December 4, 2007 through December 31, 2012. For the period beginning on or after January 1, 2013, dividend rate resets quarterly and is equal to the higher of: (a) the sum of spread-adjusted three-month CME Term SOFR plus 4.16% per annum; or (b) 7.875% per annum. Optional redemption on December 31, 2012 and on December 31 every five years thereafter.
Stock-Based Compensation
Following the implementation of the conservatorship in September 2008, we suspended the operation of and/or ceased making grants under our stock-based compensation plans. Under the Purchase Agreement, we cannot issue any new options, rights to purchase, participations or other equity interests without Treasury's prior approval.
We did not repurchase or issue any of our common shares or non-cumulative preferred stock during 2025 and 2024. At both December 31, 2025 and December 31, 2024, no RSUs or stock options were outstanding. There were 41,160 shares of restricted stock outstanding at both December 31, 2025 and December 31, 2024.
Earnings Per Share
Basic earnings per common share is computed as net income attributable to common stockholders divided by the weighted average common shares for the period. The weighted average common shares for the period includes the weighted average number of shares that are associated with the warrant for our common stock issued to Treasury pursuant to the Purchase Agreement. These shares are included since the warrant is unconditionally exercisable by the holder at a minimal cost. We deduct dividends or increases in liquidation preference attributable to the senior preferred stock from net income attributable to common stockholders in the period in which such amounts are determinable.
Our diluted earnings per common share is the same as our basic earnings per common share because we had no common equivalent shares outstanding during the periods presented which could have had a dilutive or antidilutive effect.
Dividends and Dividend Restrictions
We did not declare or pay any dividends in 2025, 2024, and 2023 on our common stock, senior preferred stock, or any other outstanding series of Freddie Mac preferred stock.
Our payment of dividends is subject to the following restrictions:
n    Restrictions Relating to the Conservatorship - The Conservator has prohibited us from paying any dividends on our common stock or on any series of our preferred stock (other than the senior preferred stock). FHFA has instructed our Board of Directors that it should consult with and obtain the approval of FHFA before taking actions involving dividends. In addition, FHFA has adopted a regulation prohibiting us from making capital distributions during conservatorship, except as authorized by the Director of FHFA.
n    Restrictions Under the Purchase Agreement - The Purchase Agreement prohibits us and any of our subsidiaries from declaring or paying any dividends on Freddie Mac equity securities (other than with respect to the senior preferred stock or warrant) without the prior written consent of Treasury.
n    Restrictions Under the GSE Act - Under the GSE Act, FHFA has authority to prohibit capital distributions, including payment of dividends, if we fail to meet applicable capital requirements. However, our capital requirements have been suspended during conservatorship.
n     Restrictions Under our Charter - Without regard to our capital classification, we must obtain prior written approval of FHFA to make any capital distribution that would decrease total capital to an amount less than the risk-based capital level or that would decrease core capital to an amount less than the minimum capital level. As noted above, our capital requirements have been suspended during conservatorship.
n    Restrictions Relating to Preferred Stock - Payment of dividends on our common stock is also subject to the prior payment of dividends on our 24 series of preferred stock and one series of senior preferred stock, representing an aggregate of 464,170,000 shares and 1,000,000 shares outstanding, respectively, as of December 31, 2025. Payment of dividends on all outstanding preferred stock, other than the senior preferred stock, is subject to the prior payment of dividends on the senior preferred stock.
Delisting of Common Stock and Preferred Stock from NYSE
On July 8, 2010, we delisted our common stock and 20 previously listed classes of preferred stock from the NYSE as directed by our Conservator.
Our common stock and the classes of preferred stock that were previously listed on the NYSE are traded exclusively in the OTCQB Marketplace. Shares of our common stock trade under the ticker symbol FMCC. We expect that our common stock and the previously listed classes of preferred stock will continue to trade in the OTCQB Marketplace so long as market makers demonstrate an interest in trading the common and preferred stock.