8-K

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): December 2, 2024

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

 Fannie Mae

Federally chartered corporation	0-50231	52-0883107	1100 15th Street, NW			800	232-6643
			Washington,	DC	20005
(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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).

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.      ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Election of Directors

Upon its appointment as conservator of Fannie Mae in September 2008, the Federal Housing Finance Agency (“FHFA”) succeeded to all rights, titles, powers and privileges of Fannie Mae, and of any stockholder, officer or director of Fannie Mae with respect to Fannie Mae and its assets, including the stockholders’ rights to elect our directors.

Since FHFA reconstituted our Board of Directors in 2008, subsequent vacancies have been filled by the Board, subject to review by the conservator. Board members who were appointed for the first time in 2021 or thereafter have been serving three-year terms while we are in conservatorship.

We recently implemented an annual election schedule for our Board of Directors, and FHFA executed a written stockholder consent, dated December 2, 2024, electing all of the current members of Fannie Mae’s Board of Directors:

•Priscilla Almodovar	•Diane N. Lye
•Amy E. Alving	•Diane C. Nordin
•Christopher J. Brummer	•Chetlur S. Ragavan
•Renée Lewis Glover	•Manuel Sánchez Rodríguez
•Michael J. Heid	•Michael A. Seelig
•Simon Johnson	•Scott D. Stowell
•Karin J. Kimbrough

Each director will serve for a term that ends on the date of our next annual meeting of shareholders, or when the conservator next elects our directors by written consent, and will hold office until their successor is chosen and qualified, or until the director’s earlier resignation, retirement, removal, or death. As Chief Executive Officer, Ms. Almodovar’s service on the Board ceases at the termination of her employment as Chief Executive Officer unless otherwise requested by the Board.

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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: December 5, 2024

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XML

Cover	Dec. 02, 2024
Cover [Abstract]
Entity File Number	0-50231
City Area Code	800
Entity Tax Identification Number	52-0883107
Entity Address, Address Line One	1100 15th Street, NW
Entity Incorporation, State or Country Code	X1
Entity Central Index Key	0000310522
Document Type	8-K
Document Period End Date	Dec. 02, 2024
Entity Registrant Name	FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE
Local Phone Number	232-6643
Entity Address, City or Town	Washington,
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20005
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false