| Summary Of Stock Purchase Agreement |
The senior preferred stock purchase agreement and accompanying stock certificate as amended to date include key provisions that impact us, including those described in the table below. For a discussion of the current terms of the senior preferred stock related to dividends, liquidation preference, and limits on redemptions and paydowns, see “Note 12, Equity.” | | Treasury Funding Commitment | •On a quarterly basis, we may draw funds from Treasury to cover the amount that our total liabilities exceed our total assets for the applicable fiscal quarter (referred to as the “deficiency amount”), up to the amount of remaining funding commitment under the agreement. •As of the date of this filing: ◦$119.8 billion has been paid to us by Treasury under this funding commitment; and ◦$113.9 billion of funding commitment from Treasury remains; this amount would be reduced by any future payments by Treasury under the commitment. | Termination Provisions for Funding Commitment | •Treasury’s funding commitment has no specified end date, but will terminate upon: ◦our liquidation and the fulfillment of Treasury’s obligations under its funding commitment; ◦the payment in full of, or reasonable provision for, our liabilities (whether or not contingent, including guaranty obligations); or ◦Treasury funding the maximum amount under the agreement. •Treasury also may terminate its funding commitment and void the agreement if a court vacates, modifies, amends, conditions, enjoins, stays or otherwise affects the appointment of the conservator or curtails the conservator’s powers. | Rights of Debt and MBS Holders | •Holders of our debt securities or our guaranteed MBS may file a claim in the United States Court of Federal Claims for relief if we default on our payment obligations on those securities and: ◦we and the conservator fail to exercise all rights under the agreement to draw on Treasury’s funding commitment, or ◦Treasury fails to perform its obligations under its funding commitment and we and/or the conservator are not diligently pursuing remedies for Treasury’s failure. •Holders may seek to require Treasury to fund us up to: ◦the amount necessary to cure the relevant payment defaults; ◦the deficiency amount; or ◦the amount of remaining funding under the agreement, whichever is the least. Any Treasury funding provided under these circumstances would increase the liquidation preference of the senior preferred stock. •The terms of the agreement generally may be amended or waived; however, no such amendment or waiver may decrease Treasury’s aggregate funding commitment or add conditions to Treasury’s funding commitment that would adversely affect in any material respect the holders of our debt or guaranteed MBS. |
| | | •The agreement provides for the payment of an unspecified quarterly commitment fee to Treasury to compensate it for its ongoing support under the agreement. •The agreement also provides that: ◦Until the capital reserve end date, the periodic commitment fee will not be set, accrue, or be payable. The capital reserve end date is defined as the last day of the second consecutive fiscal quarter during which we have had and maintained capital equal to or exceeding the capital requirements and buffers set forth in the enterprise regulatory capital framework. ◦No later than the capital reserve end date, we and Treasury, in consultation with the Chair of the Federal Reserve, will agree on the amount of the periodic commitment fee. |
taking several actions without the prior written consent of Treasury or require us to take specified actions, including the following described in the table below: | | Dividends and Share Repurchases | •We may not pay dividends or make other distributions on or repurchase our equity securities (other than the senior preferred stock). | Issuances of Equity Securities | •We may not issue equity securities, except for common stock issued: ◦upon exercise of the warrant; ◦as required by any pre-conservatorship agreements; and ◦following the satisfaction of two conditions: (a) the exercise of the warrant in full, and (b) the resolution of all currently pending significant litigation relating to the conservatorship and the August 2012 amendment to the senior preferred stock purchase agreement. | Termination of Conservatorship | •Neither we nor FHFA may terminate or seek to terminate the conservatorship without the prior consent of Treasury, other than through a mandatory receivership. | | •We may not sell, transfer, lease or otherwise dispose of any assets, except for dispositions for fair market value in limited circumstances, including if: ◦the transaction is in the ordinary course of business and consistent with past practice; or ◦the assets have a fair market value individually or in the aggregate of less than $250 million. | | •We may not issue any subordinated debt securities. | | •We may not hold mortgage assets in excess of $225 billion. | | •We may not have indebtedness in excess of $270 billion. | | •We may not enter into any new compensation arrangements or increase amounts or benefits payable under existing compensation arrangements with any of our executive officers (as defined by Securities and Exchange Commission (“SEC”) rules) without the consent of the FHFA Director, in consultation with the Secretary of the Treasury. | Equitable Access and Offers for Single-Family Mortgage Loans | •We may not vary our pricing or acquisition terms for single-family loans based on the business characteristics of the seller, including the seller’s size, charter type, or volume of business with us. •We must offer to purchase at all times, for equivalent cash consideration and on substantially the same terms, any single-family mortgage loan that: ◦is of a class of loans that we then offer to acquire for inclusion in our MBS or for other non- cash consideration; ◦is offered by a seller that has been approved to do business with us; and ◦has been originated and sold in compliance with our underwriting standards. |
| | Single-Family Loan Eligibility Program | •We must maintain a program reasonably designed to ensure that the single-family loans we acquire are limited to: ◦qualified mortgages, as defined in the Consumer Financial Protection Bureau’s (the “CFPB’s”) ability-to-repay and qualified mortgage rule; ◦loans exempt from the CFPB’s ability-to-repay and qualified mortgage rule; ◦loans secured by an investment property; ◦refinancing loans with streamlined underwriting originated in accordance with our eligibility criteria for high LTV ratio refinancings; ◦loans originated with temporary underwriting flexibilities during times of exigent circumstances, as determined in consultation with FHFA; ◦loans secured by manufactured housing; and ◦such other loans that FHFA may designate that were eligible for purchase by us as of January 2021. In 2021, FHFA notified us that we are permitted to continue to acquire any government loan that would have been eligible for acquisition by us as of January 2021. | Enterprise Regulatory Capital Framework | •We are required to comply with the enterprise regulatory capital framework rule as amended from time to time. | | •While in conservatorship, we must provide an annual risk management plan to Treasury. |
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| Schedule of Related Party Transactions |
Recurring transactions with our related parties are described below: | | | | | | | Temporary Payroll Tax Cut Continuation Act of 2011 (“TCCA”) | Under the TCCA, we have an obligation to collect 10 basis points in guaranty fees on single-family mortgages delivered to us and pay the associated revenue to Treasury. The Infrastructure Investment and Jobs Act was enacted in November 2021 and extended our obligation under the TCCA to October 1, 2032. In January 2022, FHFA advised us to continue to collect and pay these TCCA fees on and after October 1, 2032 with respect to loans we acquired before this date until those loans are paid off or otherwise liquidated. | | The GSE Act requires us to set aside funding obligations for Treasury’s Capital Magnet Fund. These funding obligations are measured as the product of 4.2 basis points and the UPB of our total new business purchases for the respective period, with 35% of this amount payable to Treasury’s Capital Magnet Fund. | | Annual Assessments under the GSE Act | The GSE Act authorizes FHFA to establish an annual assessment for regulated entities, including Fannie Mae, for FHFA’s costs and expenses, as well as to maintain FHFA’s working capital. | | Making Home Affordable Program | We served as program administrator for Treasury’s Home Affordable Modification Program (“HAMP”) and other initiatives under Treasury’s Making Home Affordable Program. Our role as program administrator concluded in the third quarter of 2023. We received reimbursements from Treasury and Freddie Mac for expenses incurred in this role and our final reimbursement was received in the fourth quarter of 2023. | U.S. FinTech & Freddie Mac | Equity Investment in U.S. FinTech | Our investment in U.S. FinTech is accounted for using the equity method. As a part of our joint ownership, Fannie Mae, Freddie Mac and U.S. FinTech are parties to several agreements which set forth the overall framework for the joint venture and the terms under which U.S. FinTech provides mortgage securitization services to us and Freddie Mac. U.S. FinTech operates as a separate company from us and Freddie Mac, with all funding and limited administrative support services and other resources provided to it by us and Freddie Mac. |
addition to the associated liability at period end. The associated liability represents amounts accrued with respect to the related party transactions that have not yet been paid to the applicable related parties. In addition to the impact described in the table below, our equity investment in U.S. FinTech is classified as “Other assets” in our consolidated balance sheets. We contributed $82 million and $68 million to U.S. FinTech for the years ended December 31, 2025 and 2024, respectively. | | | | | | | | | | | | | | | | | | | Income Statement Classification | | For the Year Ended December 31, | | Other Liabilities as of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Treasury’s Capital Magnet Fund | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Making Home Affordable Program reimbursements | | Other income (expense), net | | | | | | | | | | | U.S. FinTech & Freddie Mac | | Net operating losses associated with our investment in U.S. FinTech | | Other income (expense), net | | | | | | | | | | |
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