Blueprint
Rule 424 (b)(3)
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Registration No.: 333-275151
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NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
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Medium-Term Notes, Series D
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Due Nine Months or More from Date of Issue
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Trade Date
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August 23, 2024
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Pricing Supplement No.
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9954
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Pricing Supplement Date
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August 23, 2024
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Prospectus Supplement Date
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October 27, 2023
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Base Prospectus Date
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October 24, 2023
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Principal Amount
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$2,000,000.00
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Issue Price
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100% of Principal Amount
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Original Issue Date
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August 28, 2024
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Maturity Date
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August 15, 2025
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Interest Rate
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5.11% per annum
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Regular Record Dates
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Each January 1 and July 1
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Interest Payment Dates
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Each January 15 and July 15
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Redemption Date
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None
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Agents Commission
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None
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Form of Note (Book-Entry or Certificated)
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Certificated
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Other Terms
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None
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Medium-Term Notes, Series D may be issued by the Company in an unlimited aggregate principal amount.
Validity of the Medium-Term Note
In the opinion of Hogan Lovells US LLP,as counsel to the Company, following (i) receipt by the Company of the consideration for the notes specified in applicable resolutions of the board of directors of the Company and (ii) the due execution, authentication, issuance and delivery of the notes pursuant to the terms of 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 Company, 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 in equity or at law), including, without limitation, principles limiting the availability of specific performance and injunctive relief.
Thisopinion 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 October 27, 2023, which has been filed as an exhibit to a Current Report on Form 8-K by the Company on October 27, 2023.