UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On November 1, 2024, National Rural Utilities Cooperative Finance Corporation (the “Company”) entered into an agency agreement (the “Agency Agreement”) with InspereX LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Clearing Services, LLC, as agents, in connection with a program through which the Company may offer and sell, from time to time, an unlimited aggregate principal amount of its Subordinated Notes (Subordinated Deferrable Interest Notes) (the “Notes”). The Company has filed a prospectus supplement, dated and filed on November 1, 2024, with the Securities and Exchange Commission (the “SEC”) related to the Notes (the “Prospectus Supplement”).
Copies of the Agency Agreement and the Form of Global Certificates for the Notes are filed as Exhibits 1.1, 4.1 and 4.2, respectively, and are incorporated by reference herein.
The Notes will be issued pursuant to the shelf registration statement on Form S-3 (File No. 333-275151) filed by the Company with the SEC on October 24, 2023, a base prospectus, dated October 24, 2023, included as part of the registration statement, and the Prospectus Supplement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are filed as part of this report.
| Exhibit No. | Description | |
| 1.1 | Agency Agreement, dated November 1, 2024, by and between the Company and InspereX LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Clearing Servies, LLC. | |
| 4.1 | Form of Fixed Rate Subordinated Notes. | |
| 4.2 | Form of Floating Rate Subordinated Notes. | |
| 5.1 | Opinion of Hogan Lovells US LLP regarding the legality of the Notes. | |
| 8.1 | Opinion of Hogan Lovells US LLP regarding certain tax matters in connection with the issuance and sale of the Notes. | |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibits 5.1 and 8.1). | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). |
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.
| NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION | ||
| By: | /s/ Yu Ling Wang | |
| Yu Ling Wang | ||
| Senior Vice President and Chief Financial Officer | ||
Dated: November 1, 2024