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National Rural Utilities Cooperative
Finance Corp
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Offering Date: Monday, December 9,
2024 through Monday, December 16, 2024
Trade Date: Monday, December
16, 2024 @ 12:00 PM
ET
Settle Date: Thursday, December
19, 2024
Minimum
Denomination/Increments:$1,000.00/$1,000.00
Initial trades settle flat and clear
SDFS: DTC Book Entry only
DTC Number: 0235 via RBC Dain
Rauscher Inc.
Agents: InspereX LLC,
Citigroup Global Markets Inc., RBC Capital Markets, LLC, Wells Fargo Clearing Services,
LLC
Trustee: U.S. Bank Trust Company, National
Association
Validity of the Notes
In the opinion of Hogan Lovells US LLP, as
counsel to the Issuer, following (i) receipt by the Issuer of the
consideration for the notes specified in applicable resolutions of
the board of directors of the Issuer and (ii) the due execution,
authentication, issuance and delivery of the notes pursuant to the
terms of the Indenture, dated as of October 15, 1996, between the
Issuer and U.S. Bank Trust Company, National Association, as
successor trustee (the “Indenture”), and the applicable
underwriting, agency or distribution agreement against payment
therefor, the notes offered by this pricing supplement will
constitute valid and binding obligations of the Issuer, subject to
the effect of: (a) bankruptcy, insolvency, reorganization,
receivership, moratorium and other laws affecting creditors' rights
and remedies (including, without limitation, the effect of
statutory and other law regarding fraudulent conveyances and
fraudulent, preferential or voidable transfers), and (b) the
exercise of judicial discretion and the application of principles
of equity, good faith, fair dealing, reasonableness,
conscionability and materiality (regardless of whether the
applicable agreements are considered in a proceeding inequity or at
law), including, without limitation, principles limiting the
availability of specific performance and injunctive
relief
This opinion is
based as to matters of law solely on applicable provisions of the
following, as currently in effect: (i) the District of Columbia
General Cooperative Association Act of 2010 and (ii) the laws of
the State of New York (but not including any laws, statutes,
ordinances, administrative decisions, rules or regulations of any
political subdivision below the state level). In addition, this
opinion is subject to customary assumptions about the trustee's
authorization, execution and delivery of the Indenture and its
authentication of the notes and the validity, binding nature and
enforceability of the Indenture with respect to the trustee, all as
stated in the letter of such counsel dated November 1, 2024, which
has been filed as an exhibit to a Current Report on Form 8-K by the
Issuer on November 1, 2024.
U.S.
Federal Tax information.
There is uncertainty regarding the
U.S. federal income tax classification of the notes due to the lack
of governing authority. You should review carefully the sections
entitled “Certain Material U.S. Federal Tax
Considerations” in the accompanying prospect us supplement.
The determination of whether a security should be classified as
indebtedness or equity for U.S. federal income tax purposes
requires a judgment based on all relevant facts and circumstances.
There is no statutory, judicial or administrative authority that
directly addresses the U.S. federal income tax treatment of
securities similar to the notes. In the opinion of Hogan Lovells US
LLP, under current law and based on the facts contained in the
prospectus supplement and this pricing supplement, the terms of the
Indenture and the notes, and certain assumptions stated in the
opinion and representations relied upon in rendering the opinion,
the notes will be classified for U.S. federal income tax purposes
as indebtedness of the Issuer (although there is no controlling
authority directly on point). The opinion of Hogan Lovells US LLP
is not binding on the Internal Revenue Service (“IRS”)
or the courts. Moreover, no rulings have been or will be sought
from the IRS with respect to the transactions described in the
prospectus supplement and this pricing supplement. Accordingly, the
Issuer cannot assure you that the IRS will not challenge the
opinion described herein or that a court would not sustain such a
challenge. The Issuer agrees, and by acquiring an interest in a
note, each beneficial owner of a note will agree, to treat the
notes as indebtedness of the Issuer for U.S. federal income tax
purposes. You should consult your tax advisors regarding the tax
consequences that will arise if the notes are not treated as
indebtedness of the Issuer for U.S. federal income tax
purposes.
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National Rural
Utilities Cooperative Finance Corp
Prospectus dated
October 24, 2023 and
Prospectus
Supplement dated November 1,
2024
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