Offering Circular Supplement

(To Base Offering Circular dated July 1, 2023)

$805,375,431

Government National Mortgage Association

GINNIE MAE®

Guaranteed REMIC Pass-Through Securities

and MX Securities

Ginnie Mae REMIC Trust 2024-039

The Securities

The Trust will issue the Classes of

Securities listed on the front cover of

this offering circular supplement.

The Ginnie Mae Guaranty

Ginnie Mae will guarantee the timely

payment of principal and interest on

the securities. The Ginnie Mae Guaranty is backed by the full faith and

credit of the United States of America.

The Trust and its Assets

The Trust will own Ginnie Mae Certificates.

The securities may not be suitable investments for you. You

should consider carefully the

risks of investing in them.

See “Risk Factors” beginning on

page S-10 which highlights

some of these risks.

The Sponsor and the Co-Sponsor

will offer the securities from time to

time in negotiated transactions at

varying prices. We expect the closing date to be March 28, 2024.

Class of

REMIC Securities

Original

Principal

Balance(2)

Interest

Rate

Principal

Type(3)

Interest

Type(3)

CUSIP

Number

Final

Distribution

Date(4)

Security Group 1

FH(1) ............................

HS ..............................

TH(1) ............................

$ 63,000,000

63,000,000

63,000,000

(5)

(5)

(5)

PT

NTL(PT)

NTL(PT)

FLT

INV/IO

INV/IO

38384KKF7

38384KKG5

38384KKH3

March 2054

March 2054

March 2054

Security Group 2

BA ..............................

BT ..............................

BV(1) ............................

BZ(1) ............................

40,000,000

65,000,000

5,337,660

5,877,277

6.00%

6.00

6.00

6.00

SEQ

PT

SEQ/AD

SEQ

FIX

FIX

FIX

FIX/Z

38384KKJ9

38384KKK6

38384KKL4

38384KKM2

May 2051

March 2054

January 2035

March 2054

Security Group 3

AF(1) ............................

FC ..............................

SA(1) ............................

SC(1) ............................

TA(1) ............................

TC(1) ............................

50,000,000

50,000,000

50,000,000

50,000,000

50,000,000

50,000,000

(5)

(5)

(5)

(5)

(5)

(5)

PT

PT

NTL(PT)

NTL(PT)

NTL(PT)

NTL(PT)

FLT

FLT

INV/IO

INV/IO

INV/IO

INV/IO

38384KKN0

38384KKP5

38384KKQ3

38384KKR1

38384KKS9

38384KKT7

March 2054

March 2054

March 2054

March 2054

March 2054

March 2054

Security Group 4

GB ..............................

GI ..............................

GZ ..............................

17,000,000

612,000

590,171

7.23

7.50

7.50

SEQ/AD

NTL(SEQ/AD)

SEQ

FIX

FIX/IO

FIX/Z

38384KKU4

38384KKV2

38384KKW0

April 2051

April 2051

March 2054

Security Group 5

FJ ...............................

SJ ...............................

50,000,000

50,000,000

(5)

(5)

PT

NTL(PT)

FLT

INV/IO

38384KKX8

38384KKY6

March 2054

March 2054

Security Group 6

CF ..............................

CS(1) ............................

FL ..............................

SL(1) ............................

TL(1) ............................

65,000,000

65,000,000

75,000,000

75,000,000

75,000,000

(5)

(5)

(5)

(5)

(5)

PT

NTL(PT)

PT

NTL(PT)

NTL(PT)

FLT

INV/IO

FLT

INV/IO

INV/IO

38384KKZ3

38384KLA7

38384KLB5

38384KLC3

38384KLD1

March 2064

March 2064

March 2064

March 2064

March 2064

Security Group 7

FD(1) ............................

SE ..............................

TD(1) ............................

TE(1) ............................

TJ(1) ............................

104,532,714

104,532,714

104,532,714

104,532,714

104,532,714

(5)

(5)

(5)

(5)

(5)

PT

NTL(PT)

NTL(PT)

NTL(PT)

NTL(PT)

FLT

INV/IO

INV/IO

INV/IO

INV/IO

38384KLE9

38384KLF6

38384KLG4

38384KLH2

38384KLJ8

March 2064

March 2064

March 2064

March 2064

March 2064

Security Group 8

AB ..............................

BL ..............................

9,941,815

69,095,794

4.00

4.00

SEQ

SEQ

FIX

FIX

38384KLK5

38384KLL3

December 2031

March 2054

Security Group 9

BF(1) ............................

FG ..............................

SB ..............................

TB(1) ............................

TG ..............................

50,000,000

60,000,000

110,000,000

50,000,000

60,000,000

(5)

(5)

(5)

(5)

(5)

PT

PT

NTL(PT)

NTL(PT)

NTL(PT)

FLT

FLT

INV/IO

INV/IO

INV/IO

38384KLM1

38384KLN9

38384KLP4

38384KLQ2

38384KLR0

March 2054

March 2054

March 2054

March 2054

March 2054

Security Group 10

JF ...............................

JS ...............................

25,000,000

25,000,000

(5)

(5)

PT

NTL(PT)

FLT

INV/IO

38384KLS8

38384KLT6

March 2054

March 2054

Residuals

R ...............................

R1 ..............................

R3 ..............................

RR4 .............................

R6 ..............................

R7 ..............................

R8 ..............................

0

0

0

0

0

0

0

0.00

0.00

0.00

0.00

0.00

0.00

0.00

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

NPR

38384KLU3

38384KLV1

38384KLW9

38384KLX7

38384KLY5

38384KLZ2

38384KMA6

March 2054

March 2054

March 2054

March 2054

March 2064

March 2064

March 2054

You should read the Base Offering

Circular as well as this Supplement.

The securities are exempt from

registration under the Securities Act

of 1933 and are “exempted securities” under the Securities

Exchange Act of 1934.

Citigroup

(1) These Securities may be exchanged for MX Securities described in Schedule I to this Supplement.

(2) Subject to increase as described under “Increase in Size” in this Supplement. The amount shown for each Notional

Class (indicated by “NTL” under Principal Type) is its original Class Notional Balance and does not represent principal that will be paid.

(3) As defined under “Class Types” in Appendix I to the Base Offering Circular. The Class Notional Balance of each

Notional Class will be reduced as shown under “Terms Sheet — Notional Classes” in this Supplement.

(4) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Supplement.

(5) See “Terms Sheet — Interest Rates” in this Supplement.

Academy Securities Inc.

The date of this Offering Circular Supplement is March 22, 2024.
AVAILABLE INFORMATION

You should purchase the securities only if you have read and understood the following documents:

 this Offering Circular Supplement (this “Supplement”) and

 the Base Offering Circular.

The Base Offering Circular is available on Ginnie Mae’s website located at

http://www.ginniemae.gov (“ginniemae.gov”).

If you do not have access to the internet, call BNY Mellon, which will act as information agent for

the Trust, at (800) 234-GNMA, to order copies of the Base Offering Circular.

Please consult the standard abbreviations of Class Types included in the Base Offering Circular as

Appendix I and the glossary included in the Base Offering Circular as Appendix II for definitions of

capitalized terms.

TABLE OF CONTENTS

Page Page

Terms Sheet ........................ S-3 ERISA Matters ...................... S-40

Risk Factors ........................ S-10 Legal Investment Considerations ....... S-41

The Trust Assets .................... S-13 Plan of Distribution .................. S-41

Ginnie Mae Guaranty ................ S-14 Increase in Size ..................... S-41

Description of the Securities ........... S-15 Legal Matters ....................... S-41

Yield, Maturity and Prepayment Schedule I: Available Combinations ..... S-I-1

Considerations .................... S-19

Certain United States Federal Income Tax

Consequences .................... S-38

S-2
TERMS SHEET

This terms sheet contains selected information for quick reference only. You should read this Supplement, particularly “Risk Factors,” and each of the other documents listed under “Available

Information.”

Sponsor: Citigroup Global Markets Inc.

Co-Sponsor: Academy Securities Inc.

Trustee: U.S. Bank National Association

Tax Administrator: The Trustee

Closing Date: March 28, 2024

Distribution Date: The 20th day of each month or, if the 20th day is not a Business Day, the first

Business Day thereafter, commencing in April 2024.

Trust Asset Original Term

Group or To Maturity

Subgroup(1) Trust Asset Type Certificate Rate (in years)

1 Ginnie Mae II 7.000% 30

2 Ginnie Mae II 6.000% 30

3A Ginnie Mae II 6.500% 30

3B Ginnie Mae II 6.500% 30

4 Ginnie Mae II 7.500% 30

5 Ginnie Mae II 7.000% 30

6A Ginnie Mae II 6.500% 40

6B Ginnie Mae II 6.500% 40

7 Ginnie Mae II 7.000% 40

8 Ginnie Mae II 4.000% 30

9 Ginnie Mae II 6.500% 30

10 Ginnie Mae II 7.500% 30

(1) The Group 3 and 6 Trust Assets consist of the enumerated subgroups (each, a

“Subgroup”).

Security Groups: This series of Securities consists of multiple Security Groups (each, a “Group”), as

shown on the front cover of this Supplement and on Schedule I to this Supplement. Payments on each

Group will be based solely on payments on the Trust Asset Group with the same numerical designation.

S-3
Assumed Characteristics of the Mortgage Loans Underlying the Trust Assets(1):

Weighted Average

Remaining Term Weighted Average Weighted

Principal to Maturity Loan Age Average

Balance (in months) (in months) Mortgage Rate(2)

Group 1 Trust Assets

$63,000,000 355 5 7.526%

Group 2 Trust Assets

$116,214,937(3) 351 2 6.571%

Subgroup 3A Trust Assets

$50,000,000 352 8 7.057%

Subgroup 3B Trust Assets

$50,000,000 352 8 7.057%

Group 4 Trust Assets

$17,590,171(3) 334 6 7.784%

Group 5 Trust Assets

$50,000,000 354 6 7.536%

Subgroup 6A Trust Assets

$75,000,000(5) 472 6 7.028%

Subgroup 6B Trust Assets

$65,000,000(5) 472 6 7.028%

Group 7 Trust Assets

$104,532,714(5) 476 3 7.480%

Group 8 Trust Assets

$79,037,609(4) 294 63 4.465%

Group 9 Trust Assets

$110,000,000 355 2 7.072%

Group 10 Trust Assets

$25,000,000 358 2 7.937%

(1) As of March 1, 2024.

(2) The Mortgage Loans underlying the Trust Assets may bear interest at rates ranging from 0.25% to 1.50% per annum above the related Certificate Rate.

(3) More than 10% of the Mortgage Loans underlying the Group 2 and 4 Trust Assets

may be higher balance Mortgage Loans. See “Risk Factors” in this Supplement. (4) The Mortgage Loans underlying the Group 8 Trust Assets may be re-performing

Mortgage Loans that were previously repurchased from one or more pools of

Mortgage Loans underlying one or more Ginnie Mae MBS Certificates.

(5) The Mortgage Loans underlying the Group 6 and 7 Trust Assets are modified

loans with terms greater than or equal to 361 but not more than 480 months from

the pool issuance date.

The actual remaining terms to maturity, loan ages and Mortgage Rates of many of the Mortgage Loans

will differ from the weighted averages shown above, perhaps significantly. See “The Trust Assets — The

Mortgage Loans” in this Supplement.

S-4
Issuance of Securities: The Securities, other than the Residual Securities, will initially be issued in

book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the “Fedwire BookEntry System”). The Residual Securities will be issued in fully registered, certificated form. See

“Description of the Securities — Form of Securities” in this Supplement.

Modification and Exchange: If you own exchangeable Securities you will be able, upon notice and

payment of an exchange fee, to exchange them for a proportionate interest in the related Securities

shown on Schedule I to this Supplement. See “Description of the Securities — Modification and

Exchange” in this Supplement.

Increased Minimum Denomination Classes: Each Class that constitutes an Interest Only Class.

See “Description of the Securities — Form of Securities” in this Supplement.

Interest Rates: The Interest Rates for the Fixed Rate Classes are shown on the front cover of this

Supplement or on Schedule I to this Supplement.

The Floating Rate and Inverse Floating Rate Classes will bear interest at per annum rates based on a 30-

day compounded average of the Secured Overnight Financing Rate (“SOFR”) (hereinafter referred to as

“30-day Average SOFR”) as follows:

Class

Interest

Rate Formula(1)

Initial

Interest

Rate(2)

Minimum

Rate

Maximum

Rate

30-day

Average SOFR

Delay for Minimum

(in days) Interest Rate

Security Group 1

FH ............. 30-day Average SOFR + 0.95% 6.26295% 0.95% 7.00% 0 0.00%

HF ............. 30-day Average SOFR + 1.05% 6.36295% 1.05% 7.00% 0 0.00%

HS ............. 5.95% 30-day Average SOFR 0.63705% 0.00% 5.95% 0 5.95%

TH ............. 6.05% 30-day Average SOFR 0.10000% 0.00% 0.10% 0 6.05%

Security Group 3

AF .............. 30-day Average SOFR + 1.18% 6.50000% 1.18% 6.50% 0 0.00%

AS .............. 5.32% 30-day Average SOFR 0.00000% 0.00% 5.32% 0 5.32%

FA .............. 30-day Average SOFR + 1.35% 6.50000% 1.35% 6.50% 0 0.00%

FC .............. 30-day Average SOFR + 1.18% 6.50000% 1.18% 6.50% 0 0.00%

S ............... 5.15% 30-day Average SOFR 0.00000% 0.00% 5.15% 0 5.15%

SA .............. 5.15% 30-day Average SOFR 0.00000% 0.00% 5.15% 0 5.15%

SC .............. 5.15% 30-day Average SOFR 0.00000% 0.00% 5.15% 0 5.15%

TA ............. 5.32% 30-day Average SOFR 0.00000% 0.00% 0.17% 0 5.32%

TC ............. 5.32% 30-day Average SOFR 0.00000% 0.00% 0.17% 0 5.32%

Security Group 5

FJ .............. 30-day Average SOFR + 1.10% 6.41864% 1.10% 6.50% 0 0.00%

SJ .............. 5.90% 30-day Average SOFR 0.58136% 0.50% 5.90% 0 5.40%

Security Group 6

CF .............. 30-day Average SOFR + 1.25% 6.50000% 1.25% 6.50% 0 0.00%

CS .............. 5.25% 30-day Average SOFR 0.00000% 0.00% 5.25% 0 5.25%

ES .............. 5.25% 30-day Average SOFR 0.00000% 0.00% 5.25% 0 5.25%

FL .............. 30-day Average SOFR + 1.18% 6.50000% 1.18% 6.50% 0 0.00%

LS .............. 5.32% 30-day Average SOFR 0.00000% 0.00% 5.32% 0 5.32%

SL .............. 5.25% 30-day Average SOFR 0.00000% 0.00% 5.25% 0 5.25%

TL .............. 5.32% 30-day Average SOFR 0.00000% 0.00% 0.07% 0 5.32%

S-5
30-day

Initial Average SOFR

Interest Interest Minimum Maximum Delay for Minimum

Class Rate Formula(1) Rate(2) Rate Rate (in days) Interest Rate

Security Group 7

DF ............. 30-day Average SOFR + 1.00% 6.33810% 1.00% 7.00% 0 0.00%

EF .............. 30-day Average SOFR + 1.05% 6.38810% 1.05% 7.00% 0 0.00%

FD ............. 30-day Average SOFR + 0.90% 6.23810% 0.90% 7.00% 0 0.00%

FE .............. 30-day Average SOFR + 1.15% 6.48810% 1.15% 7.00% 0 0.00%

SE .............. 5.85% 30-day Average SOFR 0.51190% 0.00% 5.85% 0 5.85%

TD ............. 6.10% 30-day Average SOFR 0.10000% 0.00% 0.10% 0 6.10%

TE .............. 6.00% 30-day Average SOFR 0.05000% 0.00% 0.05% 0 6.00%

TJ .............. 5.95% 30-day Average SOFR 0.10000% 0.00% 0.10% 0 5.95%

Security Group 9

BF .............. 30-day Average SOFR + 1.10% 6.42232% 1.10% 6.50% 0 0.00%

FB .............. 30-day Average SOFR + 1.15% 6.47232% 1.15% 6.50% 0 0.00%

FG ............. 30-day Average SOFR + 1.10% 6.42232% 1.10% 6.50% 0 0.00%

SB .............. 5.35% 30-day Average SOFR 0.02768% 0.00% 5.35% 0 5.35%

TB ............. 5.40% 30-day Average SOFR 0.05000% 0.00% 0.05% 0 5.40%

TG ............. 5.40% 30-day Average SOFR 0.05000% 0.00% 0.05% 0 5.40%

Security Group 10

JF .............. 30-day Average SOFR + 1.10% 6.41861% 1.10% 6.50% 0 0.00%

JS .............. 6.40% 30-day Average SOFR 1.08139% 1.00% 6.40% 0 5.40%

(1) 30-day Average SOFR will be established as described under “Description of the Securities —

Interest Distributions — Floating Rate and Inverse Floating Rate Classes” in this Supplement.

(2) The initial Interest Rate will be in effect during the first Accrual Period; the Interest Rate will adjust

monthly thereafter.

Allocation of Principal: On each Distribution Date for a Security Group, the following distributions

will be made to the related Securities:

SECURITY GROUP 1

The Group 1 Principal Distribution Amount will be allocated to FH, until retired

SECURITY GROUP 2

The Group 2 Principal Distribution Amount and the BZ Accrual Amount will be allocated as

follows:

 The BZ Accrual Amount, sequentially, to BV and BZ, in that order, until retired

 The Group 2 Principal Distribution Amount, concurrently, as follows:

1. 55.9308482007% to BT, until retired

2. 44.0691517993%, sequentially, to BA, BV and BZ, in that order, until retired

S-6
SECURITY GROUP 3

The Subgroup 3A Principal Distribution Amount and the Subgroup 3B Principal Distribution

Amount will be allocated as follows:

 The Subgroup 3A Principal Distribution Amount to AF, until retired

 The Subgroup 3B Principal Distribution Amount to FC, until retired

SECURITY GROUP 4

The Group 4 Principal Distribution Amount and the GZ Accrual Amount will be allocated, sequentially, to GB and GZ, in that order, until retired

SECURITY GROUP 5

The Group 5 Principal Distribution Amount will be allocated to FJ, until retired

SECURITY GROUP 6

The Subgroup 6A Principal Distribution Amount and the Subgroup 6B Principal Distribution

Amount will be allocated as follows:

 The Subgroup 6A Principal Distribution Amount to FL, until retired

 The Subgroup 6B Principal Distribution Amount to CF, until retired

SECURITY GROUP 7

The Group 7 Principal Distribution Amount will be allocated to FD, until retired

SECURITY GROUP 8

The Group 8 Principal Distribution Amount will be allocated, sequentially, to AB and BL, in that

order, until retired

SECURITY GROUP 9

The Group 9 Principal Distribution Amount will be allocated, concurrently, to BF and FG, pro rata,

until retired

SECURITY GROUP 10

The Group 10 Principal Distribution Amount will be allocated to JF, until retired

Accrual Classes: Interest will accrue on each Accrual Class identified on the front cover of this

Supplement at the per annum rate set forth on that page. However, no interest will be distributed to the

Accrual Classes as interest. Interest so accrued on each Accrual Class on each Distribution Date will

constitute an Accrual Amount, which will be added to the Class Principal Balance of that Class on each

Distribution Date and will be distributable as principal as set forth in this Terms Sheet under “Allocation

of Principal.”

S-7
Notional Classes: The Notional Classes will not receive distributions of principal but have Class

Notional Balances for convenience in describing their entitlements to interest. The Class Notional Balance of each Notional Class represents the percentage indicated below of, and reduces to that extent

with, the Class Principal Balances indicated:

Original Class

Class Notional Balance Represents Approximately

Security Group 1

HS ............................ $ 63,000,000 100% of FH (PT Class)

TH ............................ 63,000,000 100% of FH (PT Class)

Security Group 3

AS ............................ $ 50,000,000 100% of FC (PT Class)

S ............................. 100,000,000 100% of AF and FC (in the aggregate) (PT Classes)

SA ............................ 50,000,000 100% of AF (PT Class)

SC ............................ 50,000,000 100% of FC (PT Class)

TA ............................ 50,000,000 100% of AF (PT Class)

TC ............................ 50,000,000 100% of FC (PT Class)

Security Group 4

GI ............................ $ 612,000 3.6% of GB (SEQ/AD Class)

Security Group 5

SJ ............................. $ 50,000,000 100% of FJ (PT Class)

Security Group 6

CS ............................ $ 65,000,000 100% of CF (PT Class)

ES ............................ 140,000,000 100% of CF and FL (in the aggregate) (PT Classes)

LS ............................. 75,000,000 100% of FL (PT Class)

SL ............................. 75,000,000 100% of FL (PT Class)

TL ............................ 75,000,000 100% of FL (PT Class)

Security Group 7

SE ............................ $104,532,714 100% of FD (PT Class)

TD ............................ 104,532,714 100% of FD (PT Class)

TE ............................ 104,532,714 100% of FD (PT Class)

TJ ............................. 104,532,714 100% of FD (PT Class)

Security Group 9

SB ............................ $110,000,000 100% of BF and FG (in the aggregate) (PT Classes)

TB ............................ 50,000,000 100% of BF (PT Class)

TG ............................ 60,000,000 100% of FG (PT Class)

Security Group 10

JS ............................. $ 25,000,000 100% of JF (PT Class)

Tax Status: Single REMIC Series as to each of the following Groups of Trust Assets and related Trust

REMIC:

Trust Assets Trust REMIC

Group 1 Trust Assets Group 1 REMIC

Group 2, 5, 9 and 10 Trust Assets Group 2, 5, 9 and 10 REMIC

Group 3 Trust Assets Group 3 REMIC

Group 6 Trust Assets Group 6 REMIC

Group 7 Trust Assets Group 7 REMIC

Group 8 Trust Assets Group 8 REMIC

S-8
Double REMIC Series as to each of the following Groups of Trust Assets and related Trust REMICs:

Trust Assets Trust REMIC

Group 4 Trust Assets Group 4 Pooling REMIC and

Group 4 Issuing REMIC

Separate REMIC elections will be made as to each of the Trust REMICs identified above. See “Certain

United States Federal Income Tax Consequences” in this Supplement and in the Base Offering Circular.

Regular and Residual Classes: Classes R, R1, R3, RR4, R6, R7 and R8 are Residual Classes and represent the Residual Interest of the related Trust REMIC or Trust REMICs, as applicable, as described under

“Certain United States Federal Income Taxes — Residual Securities” in this Supplement. All other Classes

of REMIC Securities are Regular Classes.

S-9
RISK FACTORS

You should purchase securities only if you understand and are able to bear the associated risks. The

risks applicable to your investment depend on the principal and interest type of your securities. This section highlights certain of these risks.

The rate of principal payments on the

underlying mortgage loans will affect the

rate of principal payments on your

securities. The rate at which you will receive

principal payments will depend largely on the

rate of principal payments, including prepayments, on the mortgage loans underlying the

related trust assets. Any historical data regarding

mortgage loan prepayment rates may not be

indicative of the rate of future prepayments on

the underlying mortgage loans, and no assurances can be given about the rates at which the

underlying mortgage loans will prepay. We

expect the rate of principal payments on the

underlying mortgage loans to vary. Borrowers

generally may prepay their mortgage loans at any

time without penalty.

The terms of the mortgage loans may be modified to permit, among other things, a partial

release of security, which releases a portion of

the mortgaged property from the lien securing

the related mortgage loan. Partial releases of

security may reduce the value of the remaining

security and also allow the related borrower to

sell the released property and generate proceeds

that may be used to prepay the related mortgage

loan in whole or in part.

In addition to voluntary prepayments, mortgage

loans can be prepaid as a result of governmental

mortgage insurance claim payments, loss mitigation arrangements, repurchases or liquidations

of defaulted mortgage loans. Although under

certain circumstances Ginnie Mae issuers have

the option to repurchase defaulted mortgage

loans from the related pool underlying a Ginnie

Mae MBS certificate, they are not obligated to do

so. Defaulted mortgage loans that remain in

pools backing Ginnie Mae MBS certificates may

be subject to governmental mortgage insurance

claim payments, loss mitigation arrangements or

foreclosure, which could have the same effect as

voluntary prepayments on the cash flow available to pay the securities.

A catastrophic weather event, pandemic or other

natural disaster may affect the rate of principal

payments, including prepayments, on the underlying mortgage loans. Any such event may

damage the related mortgaged properties that

secure the mortgage loans or may lead to a

general economic downturn in the affected

regions, including job losses and declines in real

estate values. A general economic downturn may

increase the rate of defaults on the mortgage

loans in such areas resulting in prepayments on

the related securities due to governmental mortgage insurance claim payments, loss mitigation

arrangements, repurchases or liquidations of

defaulted mortgage loans. Insurance payments

on damaged or destroyed homes may also lead

to prepayments on the underlying mortgage

loans. Further, in connection with presidentially

declared major disasters, Ginnie Mae may

authorize optional special assistance to issuers,

including expanded buyout authority which

allows issuers, upon receiving written approval

from Ginnie Mae, to repurchase eligible loans

from the related pool underlying a Ginnie Mae

MBS certificate, even if such loans are not delinquent or do not otherwise meet the standard

conditions for removal or repurchase.

No assurances can be given as to the timing or

frequency of any governmental mortgage

insurance claim payments, issuer repurchases,

loss mitigation arrangements or foreclosure proceedings with respect to defaulted mortgage

loans and the resulting effect on the timing or

rate of principal payments on your securities.

Rates of principal payments can reduce

your yield. The yield on your securities probably will be lower than you expect if:

 you bought your securities at a premium

(interest only securities, for example) and

principal payments are faster than you

expected, or

S-10
 you bought your securities at a discount and

principal payments are slower than you

expected.

In addition, if your securities are interest only

securities or securities purchased at a significant

premium, you could lose money on your

investment if prepayments occur at a rapid rate.

Under certain circumstances, a Ginnie Mae

issuer has the right to repurchase a

defaulted mortgage loan from the related

pool of mortgage loans underlying a

particular Ginnie Mae MBS certificate, the

effect of which would be comparable to a

prepayment of such mortgage loan. At its

option and without Ginnie Mae’s prior consent, a

Ginnie Mae issuer may repurchase any mortgage

loan at an amount equal to par less any amounts

previously advanced by such issuer in connection with its responsibilities as servicer of

such mortgage loan to the extent that (i) in the

case of a mortgage loan included in a pool of

mortgage loans underlying a Ginnie Mae MBS

certificate issued on or before December 1, 2002,

such mortgage loan has been delinquent for four

consecutive months, and at least one delinquent

payment remains uncured or (ii) in the case of a

mortgage loan included in a pool of mortgage

loans underlying a Ginnie Mae MBS certificate

issued on or after January 1, 2003, no payment

has been made on such mortgage loan for three

consecutive months. Any such repurchase will

result in prepayment of the principal balance or

reduction in the notional balance of the securities

ultimately backed by such mortgage loan. No

assurances can be given as to the timing or frequency of any such repurchases.

The levels of 30-day Average SOFR will affect

the yields on the floating rate and inverse

floating rate securities. If 30-day Average

SOFR performs differently from what you expect,

the yield on the floating rate and inverse floating

rate securities may be lower than you expect.

Lower levels of such index will generally reduce

the yield on the floating rate securities; higher

levels of such index will generally reduce the

yield on the inverse floating rate securities. You

should bear in mind that the timing of changes

in the level of such index may affect your yield:

generally, the earlier a change, the greater the

effect on your yield. It is doubtful that such

index will remain constant.

An investment in the securities is subject to

significant reinvestment risk. The rate of

principal payments on your securities is

uncertain. You may be unable to reinvest the

payments on your securities at the same returns

provided by the securities. Lower prevailing

interest rates may result in an unexpected return

of principal. In that interest rate climate, higher

yielding reinvestment opportunities may be limited. Conversely, higher prevailing interest rates

may result in slower returns of principal, and you

may not be able to take advantage of higher

yielding investment opportunities. The final

payment on your security may occur much earlier than the final distribution date.

Up to 10% of the mortgage loans underlying

the group 1, 3, 5, 6, 7, 8, 9 and 10 trust assets

and up to 100% of the mortgage loans

underlying the group 2 and 4 trust assets

may be higher balance mortgage loans.

Subject to special pooling parameters set forth in

the Ginnie Mae Mortgage-Backed Securities

Guide, qualifying federally-insured or guaranteed

mortgage loans that exceed certain balance

thresholds established by Ginnie Mae (“higher

balance mortgage loans”) may be included in

Ginnie Mae guaranteed pools. There are no historical performance data regarding the prepayment rates for higher balance mortgage loans. If

the higher balance mortgage loans prepay faster

or slower than expected, the weighted average

lives and yields of the related securities are likely

to be affected, perhaps significantly. Furthermore, higher balance mortgage loans tend to

be concentrated in certain geographic areas,

which may experience relatively higher rates of

defaults in the event of adverse economic conditions. No assurances can be given about the

prepayment experience or performance of the

higher balance mortgage loans.

An investment in the floating rate and

inverse floating rate securities entails risks

not associated with an investment in

conventional fixed rate securities or

S-11
securities linked to established market

indices. The Federal Reserve Bank of New York

began to publish SOFR in April 2018 and compounded averages of SOFR in March 2020.

Although the Federal Reserve Bank of New York

has also published historical indicative SOFR

from August 2014 to March 2018, such prepublication data necessarily involves assumptions, estimates and approximations. You should

not rely on any historical changes or trends in

SOFR as an indicator of future changes in SOFR.

Daily shifts in SOFR have been, and may in the

future be, greater than those in comparable

market indices. Because the interest rate applicable to any accrual period for securities with an

interest rate based on 30-day Average SOFR will

be calculated by reference to the daily rates of

SOFR during an approximate 30-day period

commencing and ending before the related

accrual period as described under “Description

of the Securities — Interest Distributions —

Floating Rate and Inverse Floating Rate Classes”

in this supplement, the return on and value of

the floating rate and inverse floating rate securities may fluctuate more than debt securities

linked to less volatile indices.

30-day Average SOFR is a relatively new market

index, and the floating rate and inverse floating

rate securities will likely have no established

trading market when issued, and an established

trading market may never develop or, if developed, may not be liquid. Market terms for securities indexed to 30-day Average SOFR may

evolve over time, and trading prices of some

securities indexed to 30-day Average SOFR may

be lower than those of later-issued securities as a

result. Similarly, if 30-day Average SOFR does not

prove to be widely used in similar securities, the

trading price of related SOFR-Based Classes may

be lower than those of securities linked to

indices that are more widely used. Investors in

SOFR-Based Classes may not be able to sell their

securities at all or may not be able to sell their

securities at prices that will provide them with a

yield comparable to similar investments that have

a developed secondary market, and may consequently suffer from increased pricing volatility

and market risk.

You should consult your own financial and legal

advisors about the risks associated with an

investment in the floating rate and inverse floating rate securities and the suitability of investing

in the floating rate and inverse floating rate securities in light of your particular circumstances.

Interest on the floating rate and inverse

floating rate securities will be determined

using a replacement rate if 30-day Average

SOFR is no longer available, which could

adversely affect the value of your investment

in the floating rate and inverse floating rate

securities. 30-day Average SOFR is published by

the Federal Reserve Bank of New York based on

data received from other sources, and neither

Ginnie Mae nor the trustee has any control over

its determination, calculation or publication. The

activities of the Federal Reserve Bank of New

York may directly affect prevailing 30-day Average

SOFR in unpredictable ways. There can be no

guarantee that 30-day Average SOFR will not be

discontinued or fundamentally altered in

a manner that is materially adverse to the interests

of holders of securities indexed to 30-day Average

SOFR. If the manner in which 30-day Average

SOFR is calculated is changed or if 30-day Average SOFR is discontinued, that change or discontinuance may result in a reduction of the

amount of interest payable on applicable SOFRBased Classes and the trading prices of such

Classes.

The Federal Reserve Bank of New York has

noted that it may alter the methods of calculation, publication schedule, rate revision practices or availability of 30-day Average SOFR at any

time without notice. There can be no assurance

that 30-day Average SOFR will not be discontinued or fundamentally altered in a manner

that is materially adverse to the interests of

investors in the floating rate and inverse floating

rate securities.

If 30-day Average SOFR is no longer published

or cannot be used, the amount of interest payable on the floating rate and inverse floating rate

securities will be determined using a replacement

rate, as described under “Description of the

Securities — Interest Rate Indices — Benchmark

S-12
Replacement” in the base offering circular. Ginnie Mae will have the sole discretion to make

conforming changes in connection with any

replacement rate without the consent of security

holders or any other party, as described under

“Description of the Securities — Interest Rate

Indices — Benchmark Replacement” in the base

offering circular. This could reduce the amount

of interest payable on the floating rate and

inverse floating rate securities, which could

adversely affect the return on, value of, and

market for, the floating rate and inverse floating

rate securities. Furthermore, there can be no

assurance that the characteristics of any

replacement rate will be similar to 30-day Average SOFR or that any replacement rate will

produce the economic equivalent of 30-day

Average SOFR.

The securities may not be a suitable investment for you. The securities, in particular, the

interest only, accrual and residual classes, are not

suitable investments for all investors.

In addition, although the sponsor intends to

make a market for the purchase and sale of the

securities after their initial issuance, it has no

obligation to do so. There is no assurance that a

secondary market will develop, that any secondary market will continue, or that the price at

which you can sell an investment in any class

will enable you to realize a desired yield on that

investment.

You will bear the market risks of your investment. The market values of the classes are likely

to fluctuate. These fluctuations may be significant

and could result in significant losses to you.

The secondary markets for mortgage-related

securities have experienced periods of illiquidity

and can be expected to do so in the future. Illiquidity can have a severely adverse effect on the

prices of classes that are especially sensitive to

prepayment or interest rate risk or that have

been structured to meet the investment requirements of limited categories of investors.

The residual securities may experience significant

adverse tax timing consequences. Accordingly,

you are urged to consult tax advisors and to

consider the after-tax effect of ownership of a

residual security and the suitability of the residual

securities to your investment objectives. See

“Certain United States Federal Income Tax Consequences” in this supplement and in the base

offering circular.

You are encouraged to consult advisors regarding the financial, legal, tax and other aspects of

an investment in the securities. You should not

purchase the securities of any class unless you

understand and are able to bear the prepayment,

yield, liquidity and market risks associated with

that class.

The actual characteristics of the underlying

mortgage loans will affect the weighted

average lives and yields of your securities.

The yield and decrement tables in this supplement are based on assumed characteristics which

are likely to be different from the actual

characteristics. As a result, the yields on your

securities could be lower than you expected,

even if the mortgage loans prepay at the constant

prepayment rates set forth in the applicable

table.

It is highly unlikely that the underlying mortgage

loans will prepay at any of the prepayment rates

assumed in this supplement, or at any constant

prepayment rate.

THE TRUST ASSETS

General

The Sponsor intends to acquire the Trust Assets in privately negotiated transactions prior to the

Closing Date and to sell them to the Trust according to the terms of a Trust Agreement between the

Sponsor and the Trustee. The Sponsor will make certain representations and warranties with respect to

the Trust Assets. All Trust Assets will evidence, directly or indirectly, Ginnie Mae Certificates.

S-13
The Trust MBS

The Trust Assets are either:

1. Ginnie Mae II MBS Certificates guaranteed by Ginnie Mae, or

2. Ginnie Mae Platinum Certificates backed by Ginnie Mae II MBS Certificates and guaranteed by

Ginnie Mae.

Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued prior to July 1, 2003 bears interest at a Mortgage Rate 0.50% to 1.50% per annum greater than the related Certificate Rate. Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued on or after July 1, 2003 bears interest at a

Mortgage Rate 0.25% to 0.75% per annum greater than the related Certificate Rate. Ginnie Mae receives a

fee (the “Ginnie Mae Certificate Guaranty Fee”) for its guaranty of each Ginnie Mae II MBS Certificate of

0.06% per annum of the outstanding principal balance of each related Mortgage Loan. The difference

between (a) the Mortgage Rate and (b) the sum of the Certificate Rate and the rate of the Ginnie Mae

Certificate Guaranty Fee is used to pay the related servicers of the Mortgage Loans a monthly servicing

fee.

The Mortgage Loans

The Mortgage Loans underlying the Trust Assets are expected to have, on a weighted average

basis, the characteristics set forth in the Terms Sheet under “Assumed Characteristics of the Mortgage

Loans Underlying the Trust Assets” and the general characteristics described in the Base Offering Circular. The Mortgage Loans will consist of first lien, single-family, fixed rate, residential mortgage loans that

are insured or guaranteed by the Federal Housing Administration, the United States Department of

Veterans Affairs, Rural Development (formerly the Rural Housing Service) or the United States Department of Housing and Urban Development (“HUD”). See “The Ginnie Mae Certificates — General” in the

Base Offering Circular.

Specific information regarding the characteristics of the Mortgage Loans underlying the Trust MBS is

not available. For purposes of this Supplement, certain assumptions have been made regarding the

remaining terms to maturity, loan ages and Mortgage Rates of the Mortgage Loans underlying the Trust

MBS. However, the actual remaining terms to maturity, loan ages and Mortgage Rates of many of the

Mortgage Loans will differ from the characteristics assumed, perhaps significantly. This will be the case

even if the weighted average characteristics of the Mortgage Loans are the same as the assumed characteristics. Small differences in the characteristics of the Mortgage Loans can have a significant effect on

the Weighted Average Lives and yields of the Securities. See “Risk Factors” and “Yield, Maturity and

Prepayment Considerations” in this Supplement.

The Trustee Fee

The Sponsor will contribute certain Ginnie Mae Certificates in respect of the Trustee Fee. On each

Distribution Date, the Trustee will retain all principal and interest distributions received on such Ginnie

Mae Certificates in payment of the Trustee Fee.

GINNIE MAE GUARANTY

The Government National Mortgage Association (“Ginnie Mae”), a wholly-owned corporate

instrumentality of the United States of America within HUD, guarantees the timely payment of principal

and interest on the Securities. The General Counsel of HUD has provided an opinion to the effect that

Ginnie Mae has the authority to guarantee multiclass securities and that Ginnie Mae guaranties will constitute general obligations of the United States, for which the full faith and credit of the United States is

pledged. See “Ginnie Mae Guaranty” in the Base Offering Circular.

S-14
DESCRIPTION OF THE SECURITIES

General

The description of the Securities contained in this Supplement is not complete and is subject to,

and is qualified in its entirety by reference to, all of the provisions of the Trust Agreement. See

“Description of the Securities” in the Base Offering Circular.

Form of Securities

Each Class of Securities other than the Residual Securities initially will be issued and maintained,

and may be transferred only on the Fedwire Book-Entry System. Beneficial Owners of Book-Entry Securities will ordinarily hold these Securities through one or more financial intermediaries, such as banks,

brokerage firms and securities clearing organizations that are eligible to maintain book-entry accounts

on the Fedwire Book-Entry System. By request accompanied by the payment of a transfer fee of $25,000

per Certificated Security to be issued, a Beneficial Owner may receive a Regular Security in certificated

form.

The Residual Securities will not be issued in book-entry form but will be issued in fully registered,

certificated form and may be transferred or exchanged, subject to the transfer restrictions applicable to

Residual Securities set forth in the Trust Agreement, at the Corporate Trust Office of the Trustee. See

“Description of the Securities — Forms of Securities; Book-Entry Procedures” in the Base Offering Circular.

Each Regular and MX Class (other than the Increased Minimum Denomination Classes) will be

issued in minimum dollar denominations of initial principal balance of $1,000 and integral multiples of

$1 in excess of $1,000. The Increased Minimum Denomination Classes will be issued in minimum

denominations that equal $100,000 in initial notional balance.

Distributions

Distributions on the Securities will be made on each Distribution Date as specified under “Terms

Sheet — Distribution Date” in this Supplement. On each Distribution Date for a Security, or in the case

of the Certificated Securities, on the first Business Day after the related Distribution Date, the Distribution Amount will be distributed to the Holders of record as of the related Record Date. Beneficial

Owners of Book-Entry Securities will receive distributions through credits to accounts maintained for

their benefit on the books and records of the appropriate financial intermediaries. Holders of Certificated Securities will receive distributions by check or, subject to the restrictions set forth in the Base

Offering Circular, by wire transfer. See “Description of the Securities — Distributions” and “— Method of

Distributions” in the Base Offering Circular.

Interest Distributions

The Interest Distribution Amount will be distributed on each Distribution Date to the Holders of all

Classes of Securities entitled to distributions of interest.

 Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

 Interest distributable (or accrued in the case of an Accrual Class) on any Class for any Distribution Date will consist of 30 days’ interest on its Class Principal Balance (or Class Notional

Balance) as of the related Record Date.

 Investors can calculate the amount of interest to be distributed (or accrued in the case of an

Accrual Class) on each Class of Securities for any Distribution Date by using the Class Factors

published in the preceding month. See “— Class Factors” below.

S-15
Categories of Classes

For purposes of interest distributions, the Classes will be categorized as shown under “Interest

Type” on the front cover of this Supplement and on Schedule I to this Supplement. The abbreviations

used in this Supplement to describe the interest entitlements of the Classes are explained under “Class

Types” in Appendix I to the Base Offering Circular.

Accrual Periods

The Accrual Period for each Regular and MX Class is set forth in the table below:

Class Accrual Period

Fixed Rate Classes The calendar month preceding the related Distribution Date

Floating Rate and Inverse From the 20th day of the month preceding the month of the related

Floating Rate Classes Distribution Date through the 19th day of the month of that

Distribution Date

Fixed Rate Classes

Each Fixed Rate Class will bear interest at the per annum Interest Rate shown on the front cover of

this Supplement or on Schedule I to this Supplement.

Floating Rate and Inverse Floating Rate Classes

The Floating Rate and Inverse Floating Rate Classes will bear interest as shown under “Terms

Sheet — Interest Rates” in this Supplement. The Interest Rates for the Floating Rate and Inverse Floating

Rate Classes will be based on 30-day Average SOFR as described below.

The Interest Rate for the Floating Rate and Inverse Floating Rate Classes will be based on 30-day

Average SOFR. The Trustee or its agent will determine 30-day Average SOFR as described under

“Description of the Securities — Interest Rate Indices — Determination of 30-day Average SOFR” in the

Base Offering Circular.

If 30-day Average SOFR ceases to be available or is no longer representative, a replacement rate

will be selected, as described under “Description of the Securities — Interest Rate Indices — Benchmark

Replacement” in the Base Offering Circular.

The Trustee’s determination of 30-day Average SOFR and its calculation of the Interest Rates will be

final except in the case of clear error. Investors can obtain 30-day Average SOFR levels and Interest

Rates for the current and preceding Accrual Periods on ginniemae.gov or by calling the Information

Agent at (800) 234-GNMA.

Accrual Classes

Each of Classes BZ and GZ is an Accrual Class. Interest will accrue on the Accrual Classes and be

distributed as described under “Terms Sheet — Accrual Classes” in this Supplement.

Principal Distributions

The Principal Distribution Amount for each Group or Subgroup, as applicable, and each Accrual

Amount will be distributed to the Holders entitled thereto as described under “Terms Sheet — Allocation of Principal” in this Supplement. Investors can calculate the amount of principal to be distributed

with respect to any Distribution Date by using the Class Factors published in the preceding and current

months. See “— Class Factors” below.

S-16
Categories of Classes

For purposes of principal distributions, the Classes will be categorized as shown under “Principal

Type” on the front cover of this Supplement and on Schedule I to this Supplement. The abbreviations

used in this Supplement to describe the principal entitlements of the Classes are explained under “Class

Types” in Appendix I to the Base Offering Circular.

Notional Classes

The Notional Classes will not receive principal distributions. For convenience in describing interest

distributions, the Notional Classes will have the original Class Notional Balances shown on the front

cover of this Supplement and on Schedule I to this Supplement. The Class Notional Balances will be

reduced as shown under “Terms Sheet — Notional Classes” in this Supplement.

Residual Securities

The Residual Securities will represent the beneficial ownership of the Residual Interest in the

related Trust REMIC or Trust REMICs as applicable, as described in “Certain United States Federal

Income Tax Consequences” in this Supplement and the Base Offering Circular. The Residual Securities

have no Class Principal Balance and do not accrue interest. The Residual Securities will be entitled to

receive the proceeds of the disposition of any assets remaining in the related Trust REMIC or Trust

REMICs, as applicable, after the Class Principal Balance or Class Notional Balance of each Class of Regular Securities in the related Security Group or Groups has been reduced to zero. However, any remaining proceeds are not likely to be significant. The Residual Securities may not be transferred to a Plan

Investor, a Non-U.S. Person or a Disqualified Organization.

Class Factors

The Trustee will calculate and make available for each Class of Securities, no later than the day

preceding the Distribution Date, the factor (carried out to eight decimal places) that when multiplied by

the Original Class Principal Balance (or original Class Notional Balance) of that Class, determines the

Class Principal Balance (or Class Notional Balance) after giving effect to the distribution of principal to

be made on the Securities (and any addition to the Class Principal Balance of an Accrual Class) or any

reduction of Class Notional Balance on that Distribution Date (each, a “Class Factor”).

 The Class Factor for any Class of Securities for each month following the issuance of the Securities will reflect its remaining Class Principal Balance (or Class Notional Balance) after giving

effect to any principal distribution (or addition to principal) to be made or any reduction of Class

Notional Balance on the Distribution Date occurring in that month.

 The Class Factor for each Class for the month of issuance is 1.00000000.

 The Class Factors for the MX Classes and the Classes of REMIC Securities that are exchangeable

for the MX Classes will be calculated assuming that the maximum possible amount of each Class

is outstanding at all times, regardless of any exchanges that may occur.

 Based on the Class Factors published in the preceding and current months (and Interest Rates),

investors in any Class (other than an Accrual Class) can calculate the amount of principal and

interest to be distributed to that Class and investors in an Accrual Class can calculate the total

amount of principal to be distributed to (or interest to be added to the Class Principal Balance

of) that Class on the Distribution Date in the current month.

 Investors may obtain current Class Factors on ginniemae.gov.

See “Description of the Securities — Distributions” in the Base Offering Circular.

S-17
Termination

The Trustee, at its option, may purchase or cause the sale of the Trust Assets and thereby terminate

the Trust on any Distribution Date on which the aggregate of the Class Principal Balances of the Securities is less than 1% of the aggregate Original Class Principal Balances of the Securities. The exercise of

this option may be influenced by a number of factors, including but not limited to, the value of the

Trust Assets then remaining in the Trust and general market conditions. The Trustee will be entitled to

retain all proceeds and any other amounts in excess of the termination price payable to the Securities

under the Trust Agreement.

On any Distribution Date upon the Trustee’s determination that the REMIC status of any Trust

REMIC has been lost or that a substantial risk exists that this status will be lost for the then current taxable year, the Trustee will terminate such Trust REMIC and any related Trust REMIC and retire the

related Securities. For these purposes, the Trust REMICs and the Securities with corresponding numerical

designations are related as follows:

Trust REMICs Related Securities

Group 1 REMIC

Group 2, 5, 9 and 10 REMIC

Group 3 REMIC

Group 4 Issuing and Pooling REMICs

Group 6 REMIC

Group 7 REMIC

Group 8 REMIC

Group 1 Securities

Group 2, 5, 9 and 10 Securities

Group 3 Securities

Group 4 Securities

Group 6 Securities

Group 7 Securities

Group 8 Securities

Upon any termination of the Trust (or one or more related Trust REMICs), the Holder of any related

outstanding Security (other than a Residual or Notional Class Security) will be entitled to receive that

Holder’s allocable share of the Class Principal Balance of that Class plus any accrued and unpaid interest

thereon at the applicable Interest Rate, and any Holder of any related outstanding Notional Class Security will be entitled to receive that Holder’s allocable share of any accrued and unpaid interest thereon at

the applicable Interest Rate. The Residual Holders will be entitled to their pro rata share of any assets

remaining in the related Trust REMIC or Trust REMICs, as applicable, after payment in full of the

amounts described in the foregoing sentence. However, any remaining assets are not likely to be

significant.

With respect to each of Security Groups 1, 3, 4, 6, 7 and 8, a Holder of all of the outstanding Regular Securities of any such Security Group and the related Class of Residual Securities will have the right

to purchase the related Trust Assets upon three Business Days’ notice (the “Notice Period”). The purchase will be for cash in an amount equal to (A)(i) the aggregate remaining principal balance of the

assets of such Security Group, but in no event less than the aggregate outstanding principal amount of

the Securities of such Security Group, plus (ii) accrued interest on the Securities of such Security Group,

less (B) amounts on deposit in the related Trust REMIC or Trust REMICs, as applicable, for distribution

on the Securities of such Security Group, plus (C) a $5,000 termination fee payable to the Trustee in

connection with each Security Group to be terminated. After the Notice Period, and upon such purchase, the Trustee will terminate the related Trust REMIC or Trust REMICs, as applicable. Upon such

termination, the Trustee will distribute the cash proceeds of the sale of the related Trust Assets to the

Holder of the related Securities (which distribution may be offset against amounts due on the sale of

such assets), will cancel the Securities of the related Security Group and cause the removal from the

Book-Entry Depository Account of all Classes of the related Security Group, will cancel the related Class

of Residual Securities, and will credit the remaining Trust Assets in the related Security Group to the

account of the surrendering Holder. Notwithstanding anything to the contrary contained herein, no such

S-18
termination will be allowed unless the Trustee and Ginnie Mae are provided, at no cost to either the

Trustee or Ginnie Mae, an Opinion of Counsel, acceptable to the Trustee and Ginnie Mae, to the effect

that such termination constitutes a “qualified liquidation” under the REMIC Provisions, including Section

860F(a)(4) of the Code, and such termination will not result in a disqualification of any Trust REMIC that

is not terminated at such time or the imposition of any “prohibited transactions” or “contributions” tax

under the REMIC Provisions on any Trust REMIC that is not terminated at such time.

Modification and Exchange

All or a portion of the Classes of REMIC Securities specified on the front cover may be exchanged for

a proportionate interest in the related MX Class shown on Schedule I to this Supplement. Similarly, all or a

portion of the related MX Class may be exchanged for proportionate interests in the related Classes of

REMIC Securities. This process may occur repeatedly.

Each exchange may be effected only in proportions that result in the principal and interest entitlements of the Securities received being equal to the entitlements of the Securities surrendered.

A Beneficial Owner proposing to effect an exchange must notify the Trustee through the Beneficial

Owner’s Book-Entry Depository participant. This notice must be received by the Trustee not later than

two Business Days before the proposed exchange date. The exchange date can be any Business Day

other than the last Business Day of the month. The notice must contain the outstanding principal and or

notional balances of the Securities to be included in the exchange and the proposed exchange date.

The notice is required to be delivered to the Trustee by email to USBGNMATeam@USBank.com or in

writing at its Corporate Trust Office at U.S. Bank National Association, One Federal Street, 3rd Floor,

Boston, MA 02110, Attention: Ginnie Mae REMIC Program Agency Group 2024-039. The Trustee may be

contacted by telephone at (617) 603-6451 and by fax at (617) 603-6644.

A 1 fee will be payable to the Trustee in connection with each exchange equal to ⁄32 of 1% of the

outstanding principal balance (or notional balance) of the Securities surrendered for exchange (but not

less than $2,000 or more than $25,000); provided, however, that no fee will be payable in respect of an

interest only security unless all securities involved in the exchange are interest only securities. If the

notional balance of the interest only securities surrendered exceeds that of the interest only securities

received, the fee will be based on the latter. The fee must be paid concurrently with the exchange.

The first distribution on a REMIC Security or an MX Security received in an exchange will be made

on the Distribution Date in the month following the month of the exchange. The distribution will be

made to the Holder of record as of the Record Date in the month of exchange.

See “Description of the Securities — Modification and Exchange” in the Base Offering Circular.

YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS

General

The prepayment experience of the Mortgage Loans will affect the Weighted Average Lives of and

the yields realized by investors in the related Securities.

 The Mortgage Loans do not contain “due-on-sale” provisions, and any Mortgage Loan may be

prepaid in full or in part at any time without penalty.

 The rate of payments (including prepayments and payments in respect of liquidations) on the

Mortgage Loans is dependent on a variety of economic, geographic, social and other factors,

including prevailing market interest rates and general economic factors.

S-19
The rate of prepayments with respect to single-family mortgage loans has fluctuated significantly in

recent years. Although there is no assurance that prepayment patterns for the Mortgage Loans will conform to patterns for more traditional types of conventional fixed rate mortgage loans, generally:

 if mortgage interest rates fall materially below the Mortgage Rates on any of the Mortgage Loans

(giving consideration to the cost of refinancing), the rate of prepayment of those Mortgage Loans

would be expected to increase; and

 if mortgage interest rates rise materially above the Mortgage Rates on any of the Mortgage Loans,

the rate of prepayment of those Mortgage Loans would be expected to decrease.

In addition, following any Mortgage Loan default and the subsequent liquidation of the underlying

Mortgaged Property, the principal balance of the Mortgage Loan will be distributed through a combination of liquidation proceeds, advances from the related Ginnie Mae Issuer and, to the extent necessary,

proceeds of Ginnie Mae’s guaranty of the Ginnie Mae Certificates. As a result, defaults experienced on

the Mortgage Loans will accelerate the distribution of principal of the Securities.

The terms of the Mortgage Loans may be modified to permit, among other things, a partial

release of security, which releases a portion of the mortgaged property from the lien securing the

related Mortgage Loan. Partial releases of security may allow the related borrower to sell the released

property and generate proceeds that may be used to prepay the related Mortgage Loan in whole or in

part.

Under certain circumstances, the Trustee has the option to purchase the Trust Assets, thereby effecting early retirement of the Securities. See “Description of the Securities — Termination” in this

Supplement.

Accretion Directed Classes

Classes BV and GB are Accretion Directed Classes. The related Accrual Amount will be applied to

making principal distributions on those Classes as described in this Supplement. Class GI is a Notional

Class whose Class Notional Balance is determined by reference to the Class Principal Balance of the

related Accretion Directed Class shown under “Terms Sheet — Notional Classes” in this Supplement.

Each of the Accretion Directed Classes has the AD designation in the suffix position, rather than

the prefix position, in its class principal type because it does not have principal payment stability

through the applicable pricing prepayment assumption. Class BV will have principal payment stability

only through the prepayment rate shown in the table below. Class GB is not listed in the table below

because, although it is entitled to receive payments from the related Accrual Amount, it does not have

principal payment stability through any constant prepayment rate significantly higher than 0% PSA.

The Accretion Directed Classes are entitled to principal payments in an amount equal to interest

accrued on the related Accrual Class. The Weighted Average Life of Class BV cannot exceed its

Weighted Average Life as shown in the following table under any prepayment scenario, even a scenario

where there are no prepayments.

 Moreover, based on the Modeling Assumptions, if the related Mortgage Loans prepay at any

constant rate at or below the rate for Class BV shown in the table below, the Class Principal

Balance of such Class would be reduced to zero on, but not before, its Final Distribution Date,

and the Weighted Average Life of such Class would equal its maximum Weighted Average Life

shown in the table below.

S-20
 However, the Weighted Average Life of Class BV, will be reduced at prepayment speeds higher

than the constant rate shown in the table below. See “Yield, Maturity and Prepayment Considerations — Decrement Tables” in this Supplement.

Accretion Directed Class

Security

Group

Maximum Weighted

Average Life

Class (in years)(1) Final Distribution Date

Prepayment Rate

at or below

2 BV ........... 6.0 January 2035 213% PSA

(1) The maximum Weighted Average Life for Class BV is based on the Modeling

Assumptions and the assumption that the related Mortgage Loans prepay at any

constant rate at or below the rate shown in the table for such Class.

The Mortgage Loans will have characteristics that differ from those of the Modeling Assumptions.

Therefore, even if the related Mortgage Loans prepay at a rate at or somewhat below the “at or below”

rate shown for Class BV, the Class Principal Balance of such Class could be reduced to zero before its

Final Distribution Date, and its Weighted Average Life could be shortened.

Assumability

Each Mortgage Loan may be assumed, subject to HUD review and approval, upon the sale of the

related Mortgaged Property. See “Yield, Maturity and Prepayment Considerations — Assumability of

Government Loans” in the Base Offering Circular.

Final Distribution Date

The Final Distribution Date for each Class, which is set forth on the front cover of this Supplement

or on Schedule I to this Supplement, is the latest date on which the related Class Principal Balance or

Class Notional Balance will be reduced to zero.

 The actual retirement of any Class may occur earlier than its Final Distribution Date.

 According to the terms of the Ginnie Mae Guaranty, Ginnie Mae will guarantee payment in full

of the Class Principal Balance of each Class of Securities no later than its Final Distribution Date.

Modeling Assumptions

Unless otherwise indicated, the tables that follow have been prepared on the basis of the following

assumptions (the “Modeling Assumptions”), among others:

1. The Mortgage Loans underlying the Trust Assets have the assumed characteristics shown under

“Assumed Characteristics of the Mortgage Loans Underlying the Trust Assets” in the Terms Sheet, except

in the case of information set forth under the 0% PSA Prepayment Assumption Rate, for which each

Mortgage Loan underlying a Group 1, 2, 3, 4, 5, 8, 9 or 10 Trust Asset is assumed to have an original

and a remaining term to maturity of 360 months, each Mortgage Loan underlying a Group 6 or 7 Trust

Asset is assumed to have an original and a remaining term to maturity of 480 months and each Mortgage Loan is assumed to have a Mortgage Rate of 1.50% per annum higher than the related Certificate

Rate.

2. The Mortgage Loans prepay at the constant percentages of PSA (described below), shown in the

related table.

3. Distributions on the Securities are always received on the 20th day of the month, whether or not

a Business Day, commencing in April 2024.

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4. A termination of the Trust or any Trust REMIC does not occur.

5. The Closing Date for the Securities is March 28, 2024.

6. No expenses or fees are paid by the Trust other than the Trustee Fee, which is paid as described

under “The Trust Assets — The Trustee Fee” in this Supplement.

7. Each Class is held from the Closing Date and is not exchanged in whole or in part.

When reading the tables and the related text, investors should bear in mind that the Modeling

Assumptions, like any other stated assumptions, are unlikely to be entirely consistent with actual

experience.

 For example, most of the Mortgage Loans will not have the characteristics assumed, many Distribution Dates will occur on a Business Day after the 20th day of the month, and the Trustee

may cause a termination of the Trust as described under “Description of the Securities — Termination” in this Supplement.

 In addition, distributions on the Securities are based on Certificate Factors and Calculated Certificate Factors, as applicable, which may not reflect actual receipts on the Trust Assets.

See “Description of the Securities — Distributions” in the Base Offering Circular.

Decrement Tables

Prepayments of mortgage loans are commonly measured by a prepayment standard or model. The

model used in this Supplement, Prepayment Speed Assumption (“PSA”), is the standard prepayment

assumption model of The Securities Industry and Financial Markets Association. PSA represents an

assumed rate of prepayment each month relative to the then outstanding principal balance of the Mortgage Loans to which the model is applied. See “Yield, Maturity and Prepayment Considerations —

Standard Prepayment Assumption Models” in the Base Offering Circular.

The decrement tables set forth below are based on the assumption that the Mortgage Loans prepay

at the indicated percentages of PSA (the “PSA Prepayment Assumption Rates”). As used in the tables,

each of the PSA Prepayment Assumption Rates reflects a percentage of the 100% PSA assumed prepayment rate. The Mortgage Loans will not prepay at any of the PSA Prepayment Assumption Rates,

and the timing of changes in the rate of prepayments actually experienced on the Mortgage

Loans will not follow the pattern described for the PSA assumption.

The decrement tables set forth below illustrate the percentage of the Original Class Principal Balance (or, in the case of a Notional Class, the original Class Notional Balance) that would remain outstanding following the distribution made each specified month for each Regular or MX Class, based on

the assumption that the related Mortgage Loans prepay at the PSA Prepayment Assumption Rates. The

percentages set forth in the following decrement tables have been rounded to the nearest whole

percentage (including rounding down to zero).

The decrement tables also indicate the Weighted Average Life of each Class under each PSA

Prepayment Assumption Rate. The Weighted Average Life of each Class is calculated by:

(a) multiplying the net reduction, if any, of the Class Principal Balance (or the net reduction of the

Class Notional Balance, in the case of a Notional Class) from one Distribution Date to the next

Distribution Date by the number of years from the date of issuance thereof to the related Distribution Date,

(b) summing the results, and

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(c) dividing the sum by the aggregate amount of the assumed net reductions in principal balance

or notional balance, as applicable, referred to in clause (a).

The information shown for each Notional Class is for illustrative purposes only, as a Notional Class

is not entitled to distributions of principal and has no Weighted Average Life. The Weighted Average

Life shown for each Notional Class has been calculated on the assumption that a reduction in the Class

Notional Balance thereof is a distribution of principal.

The Weighted Average Lives are likely to vary, perhaps significantly, from those set forth

in the tables below due to the differences between the actual characteristics of the Mortgage

Loans underlying the related Trust Assets and the Modeling Assumptions.

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Percentages of Original Class Principal (or Class Notional) Balances

and Weighted Average Lives

Security Group 1

PSA Prepayment Assumption Rates

Classes FH, HF, HS and TH

Distribution Date 0% 150% 350% 550% 700%

Initial Percent . . . . . . . . . 100 100 100 100 100

March 2025 .......... 99 96 91 86 83

March 2026 .......... 98 88 75 63 55

March 2027 .......... 98 79 59 42 32

March 2028 .......... 97 71 46 28 18

March 2029 .......... 95 64 36 18 10

March 2030 .......... 94 57 28 12 6

March 2031 .......... 93 51 22 8 3

March 2032 .......... 92 46 17 5 2 March 2033 .......... 90 41 13 3 1 March 2034 .......... 89 36 10 2 1 March 2035 .......... 87 32 8 1 0

March 2036 .......... 85 29 6 1 0

March 2037 .......... 83 25 5 1 0

March 2038 .......... 81 22 4 0 0

March 2039 .......... 78 20 3 0 0

March 2040 .......... 75 17 2 0 0

March 2041 .......... 72 15 2 0 0

March 2042 .......... 69 13 1 0 0

March 2043 .......... 66 11 1 0 0

March 2044 .......... 62 9 1 0 0

March 2045 .......... 58 8 0 0 0

March 2046 .......... 53 7 0 0 0

March 2047 .......... 49 5 0 0 0

March 2048 .......... 43 4 0 0 0

March 2049 .......... 37 3 0 0 0

March 2050 .......... 31 2 0 0 0

March 2051 .......... 24 2 0 0 0

March 2052 .......... 17 1 0 0 0

March 2053 .......... 9 0 0 0 0

March 2054 .......... 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 20.8 9.1 4.8 3.2 2.6

Security Group 2

PSA Prepayment Assumption Rates

Class BA Class BT Class BV

Distribution Date 0% 100% 250% 400% 500% 0% 100% 250% 400% 500% 0% 100% 250% 400% 500%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 99 96 93 90 88 99 97 95 92 90 93 93 93 93 93

March 2026 .......... 98 90 79 69 63 98 92 84 76 71 86 86 86 86 86

March 2027 .......... 96 81 62 45 35 97 85 70 57 49 78 78 78 78 78

March 2028 .......... 95 73 48 27 15 96 79 59 43 34 70 70 70 70 70

March 2029 .......... 93 66 35 13 2 95 73 49 32 23 62 62 62 62 62

March 2030 .......... 91 58 25 3 0 93 68 41 24 16 52 52 52 52 0

March 2031 .......... 90 52 16 0 0 92 62 34 18 11 43 43 43 4 0

March 2032 .......... 88 45 9 0 0 90 57 29 13 8 32 32 32 0 0

March 2033 .......... 85 39 2 0 0 89 53 24 10 5 21 21 21 0 0

March 2034 .......... 83 34 0 0 0 87 48 20 7 4 10 10 0 0 0

March 2035 .......... 81 29 0 0 0 85 44 16 5 2 0 0 0 0 0

March 2036 .......... 78 24 0 0 0 83 40 13 4 2 0 0 0 0 0

March 2037 .......... 75 19 0 0 0 80 37 11 3 1 0 0 0 0 0

March 2038 .......... 72 15 0 0 0 78 33 9 2 1 0 0 0 0 0

March 2039 .......... 69 10 0 0 0 75 30 7 2 1 0 0 0 0 0

March 2040 .......... 65 7 0 0 0 73 27 6 1 0 0 0 0 0 0

March 2041 .......... 61 3 0 0 0 70 24 5 1 0 0 0 0 0 0

March 2042 .......... 57 0 0 0 0 66 21 4 1 0 0 0 0 0 0

March 2043 .......... 52 0 0 0 0 63 19 3 0 0 0 0 0 0 0

March 2044 .......... 47 0 0 0 0 59 17 2 0 0 0 0 0 0 0

March 2045 .......... 42 0 0 0 0 55 14 2 0 0 0 0 0 0 0

March 2046 .......... 36 0 0 0 0 50 12 1 0 0 0 0 0 0 0

March 2047 .......... 30 0 0 0 0 46 10 1 0 0 0 0 0 0 0

March 2048 .......... 24 0 0 0 0 40 8 1 0 0 0 0 0 0 0

March 2049 .......... 17 0 0 0 0 35 6 1 0 0 0 0 0 0 0

March 2050 .......... 9 0 0 0 0 29 5 0 0 0 0 0 0 0 0

March 2051 .......... 1 0 0 0 0 22 3 0 0 0 0 0 0 0 0

March 2052 .......... 0 0 0 0 0 16 2 0 0 0 0 0 0 0 0

March 2053 .......... 0 0 0 0 0 8 0 0 0 0 0 0 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 17.8 7.9 4.2 3.0 2.5 20.2 11.2 6.4 4.4 3.7 6.0 6.0 5.9 5.0 4.4

S-24
Security Group 2 PSA Prepayment Assumption Rates

Class BY Class BZ

Distribution Date 0% 100% 250% 400% 500% 0% 100% 250% 400% 500%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 100 100 100 100 100 106 106 106 106 106

March 2026 .......... 100 100 100 100 100 113 113 113 113 113

March 2027 .......... 100 100 100 100 100 120 120 120 120 120

March 2028 .......... 100 100 100 100 100 127 127 127 127 127

March 2029 .......... 100 100 100 100 100 135 135 135 135 135

March 2030 .......... 100 100 100 100 74 143 143 143 143 140

March 2031 .......... 100 100 100 82 50 152 152 152 152 96

March 2032 .......... 100 100 100 61 35 161 161 161 116 66

March 2033 .......... 100 100 100 45 24 171 171 171 86 45

March 2034 .......... 100 100 90 33 16 182 182 172 64 31

March 2035 .......... 100 100 75 25 11 191 191 142 47 21

March 2036 .......... 100 100 61 18 7 191 191 117 35 14

March 2037 .......... 100 100 51 13 5 191 191 97 26 10

March 2038 .......... 100 100 41 10 3 191 191 79 19 7

March 2039 .......... 100 100 34 7 2 191 191 65 14 4

March 2040 .......... 100 100 28 5 2 191 191 52 10 3

March 2041 .......... 100 100 22 4 1 191 191 42 7 2

March 2042 .......... 100 98 18 3 1 191 187 34 5 1

March 2043 .......... 100 86 14 2 0 191 165 27 4 1

March 2044 .......... 100 75 11 1 0 191 144 21 3 1

March 2045 .......... 100 65 9 1 0 191 124 17 2 0

March 2046 .......... 100 55 7 1 0 191 106 13 1 0

March 2047 .......... 100 46 5 0 0 191 88 10 1 0

March 2048 .......... 100 38 4 0 0 191 72 7 1 0

March 2049 .......... 100 30 3 0 0 191 56 5 0 0

March 2050 .......... 100 22 2 0 0 191 42 3 0 0

March 2051 .......... 100 15 1 0 0 191 28 2 0 0

March 2052 .......... 71 8 1 0 0 135 15 1 0 0

March 2053 .......... 37 2 0 0 0 70 3 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 28.6 22.9 14.3 9.6 7.8 28.6 22.9 14.6 10.4 8.6

Security Group 3

PSA Prepayment Assumption Rates

Classes AF, FA, SA and TA Classes AS, FC, SC and TC Class S

Distribution Date 0% 150% 300% 450% 600% 0% 150% 300% 450% 600% 0% 150% 300% 450% 600%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 99 95 90 86 82 99 95 90 86 82 99 95 90 86 82

March 2026 .......... 98 86 75 65 55 98 86 75 65 55 98 86 75 65 55

March 2027 .......... 97 77 61 47 35 97 77 61 47 35 97 77 61 47 35

March 2028 .......... 96 70 49 34 22 96 70 49 34 22 96 70 49 34 22

March 2029 .......... 95 62 40 24 14 95 62 40 24 14 95 62 40 24 14

March 2030 .......... 94 56 32 17 9 94 56 32 17 9 94 56 32 17 9

March 2031 .......... 92 50 26 12 5 92 50 26 12 5 92 50 26 12 5

March 2032 .......... 91 45 21 9 3 91 45 21 9 3 91 45 21 9 3

March 2033 .......... 89 40 17 6 2 89 40 17 6 2 89 40 17 6 2

March 2034 .......... 88 35 13 5 1 88 35 13 5 1 88 35 13 5 1

March 2035 .......... 86 31 11 3 1 86 31 11 3 1 86 31 11 3 1

March 2036 .......... 84 28 9 2 1 84 28 9 2 1 84 28 9 2 1

March 2037 .......... 82 24 7 2 0 82 24 7 2 0 82 24 7 2 0

March 2038 .......... 79 21 5 1 0 79 21 5 1 0 79 21 5 1 0

March 2039 .......... 77 19 4 1 0 77 19 4 1 0 77 19 4 1 0

March 2040 .......... 74 16 3 1 0 74 16 3 1 0 74 16 3 1 0

March 2041 .......... 71 14 3 0 0 71 14 3 0 0 71 14 3 0 0

March 2042 .......... 68 12 2 0 0 68 12 2 0 0 68 12 2 0 0

March 2043 .......... 64 10 2 0 0 64 10 2 0 0 64 10 2 0 0

March 2044 .......... 60 9 1 0 0 60 9 1 0 0 60 9 1 0 0

March 2045 .......... 56 7 1 0 0 56 7 1 0 0 56 7 1 0 0

March 2046 .......... 52 6 1 0 0 52 6 1 0 0 52 6 1 0 0

March 2047 .......... 47 5 0 0 0 47 5 0 0 0 47 5 0 0 0

March 2048 .......... 42 4 0 0 0 42 4 0 0 0 42 4 0 0 0

March 2049 .......... 36 3 0 0 0 36 3 0 0 0 36 3 0 0 0

March 2050 .......... 30 2 0 0 0 30 2 0 0 0 30 2 0 0 0

March 2051 .......... 23 1 0 0 0 23 1 0 0 0 23 1 0 0 0

March 2052 .......... 16 1 0 0 0 16 1 0 0 0 16 1 0 0 0

March 2053 .......... 8 0 0 0 0 8 0 0 0 0 8 0 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 20.5 8.8 5.3 3.7 2.8 20.5 8.8 5.3 3.7 2.8 20.5 8.8 5.3 3.7 2.8

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Security Group 4 PSA Prepayment Assumption Rates

Classes GB and GI Class GZ

Distribution Date 0% 200% 450% 700% 900% 0% 200% 450% 700% 900%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 99 94 87 81 75 108 108 108 108 108

March 2026 .......... 98 83 66 51 39 116 116 116 116 116

March 2027 .......... 97 71 46 27 15 125 125 125 125 125

March 2028 .......... 96 61 32 13 4 135 135 135 135 135

March 2029 .......... 94 52 21 5 0 145 145 145 145 117

March 2030 .......... 93 44 13 0 0 157 157 157 157 53

March 2031 .......... 91 37 8 0 0 169 169 169 96 24

March 2032 .......... 89 30 3 0 0 182 182 182 54 11

March 2033 .......... 87 25 0 0 0 196 196 196 31 5

March 2034 .......... 85 20 0 0 0 211 211 141 17 2

March 2035 .......... 83 15 0 0 0 228 228 100 10 1

March 2036 .......... 80 11 0 0 0 245 245 71 6 0

March 2037 .......... 78 8 0 0 0 264 264 50 3 0

March 2038 .......... 75 4 0 0 0 285 285 35 2 0

March 2039 .......... 71 1 0 0 0 307 307 25 1 0

March 2040 .......... 68 0 0 0 0 331 290 17 1 0

March 2041 .......... 64 0 0 0 0 356 241 12 0 0

March 2042 .......... 60 0 0 0 0 384 199 8 0 0

March 2043 .......... 55 0 0 0 0 414 163 5 0 0

March 2044 .......... 50 0 0 0 0 446 132 4 0 0

March 2045 .......... 45 0 0 0 0 481 105 2 0 0

March 2046 .......... 39 0 0 0 0 518 81 2 0 0

March 2047 .......... 32 0 0 0 0 558 62 1 0 0

March 2048 .......... 25 0 0 0 0 602 45 1 0 0

March 2049 .......... 18 0 0 0 0 648 30 0 0 0

March 2050 .......... 9 0 0 0 0 699 18 0 0 0

March 2051 .......... 0 0 0 0 0 753 7 0 0 0

March 2052 .......... 0 0 0 0 0 525 0 0 0 0

March 2053 .......... 0 0 0 0 0 274 0 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 18.3 6.1 3.3 2.3 1.9 28.6 19.9 11.9 7.9 6.0

Security Group 5

PSA Prepayment Assumption Rates

Classes FJ and SJ

Distribution Date 0% 200% 400% 600% 800%

Initial Percent . . . . . . . . . 100 100 100 100 100

March 2025 .......... 99 94 89 84 79

March 2026 .......... 98 84 71 59 47

March 2027 .......... 98 73 53 37 24

March 2028 .......... 97 63 40 23 13

March 2029 .......... 95 55 30 15 6

March 2030 .......... 94 48 22 9 3

March 2031 .......... 93 41 17 6 2

March 2032 .......... 92 36 13 4 1

March 2033 .......... 90 31 9 2 0

March 2034 .......... 89 27 7 1 0

March 2035 .......... 87 23 5 1 0

March 2036 .......... 85 20 4 1 0

March 2037 .......... 83 17 3 0 0

March 2038 .......... 81 14 2 0 0

March 2039 .......... 78 12 2 0 0

March 2040 .......... 75 10 1 0 0

March 2041 .......... 72 9 1 0 0

March 2042 .......... 69 7 1 0 0

March 2043 .......... 66 6 0 0 0

March 2044 .......... 62 5 0 0 0

March 2045 .......... 58 4 0 0 0

March 2046 .......... 53 3 0 0 0

March 2047 .......... 49 3 0 0 0

March 2048 .......... 43 2 0 0 0

March 2049 .......... 37 1 0 0 0

March 2050 .......... 31 1 0 0 0

March 2051 .......... 24 1 0 0 0

March 2052 .......... 17 0 0 0 0

March 2053 .......... 9 0 0 0 0

March 2054 .......... 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 20.8 7.4 4.2 2.9 2.3

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2025

2030

2035

2040

2045

2050

2055

2060

Security Group 6 PSA Prepayment Assumption Rates

Classes CF and CS Class ES Classes FL, LS, SL and TL

Distribution Date 0% 150% 350% 550% 700% 0% 150% 350% 550% 700% 0% 150% 350% 550% 700%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March .......... 100 96 91 86 82 100 96 91 86 82 100 96 91 86 82

March 2026 .......... 99 88 75 62 53 99 88 75 62 53 99 88 75 62 53

March 2027 .......... 99 80 59 41 31 99 80 59 41 31 99 80 59 41 31

March 2028 .......... 98 72 46 28 18 98 72 46 28 18 98 72 46 28 18

March 2029 .......... 98 65 36 18 10 98 65 36 18 10 98 65 36 18 10

March .......... 97 59 28 12 6 97 59 28 12 6 97 59 28 12 6

March 2031 .......... 97 53 22 8 3 97 53 22 8 3 97 53 22 8 3

March 2032 .......... 96 48 17 5 2 96 48 17 5 2 96 48 17 5 2

March 2033 .......... 95 43 14 4 1 95 43 14 4 1 95 43 14 4 1

March 2034 .......... 95 39 11 2 1 95 39 11 2 1 95 39 11 2 1

March .......... 94 35 8 2 0 94 35 8 2 0 94 35 8 2 0

March 2036 .......... 93 32 7 1 0 93 32 7 1 0 93 32 7 1 0

March 2037 .......... 92 28 5 1 0 92 28 5 1 0 92 28 5 1 0

March 2038 .......... 91 26 4 0 0 91 26 4 0 0 91 26 4 0 0

March 2039 .......... 90 23 3 0 0 90 23 3 0 0 90 23 3 0 0

March .......... 89 20 2 0 0 89 20 2 0 0 89 20 2 0 0

March 2041 .......... 88 18 2 0 0 88 18 2 0 0 88 18 2 0 0

March 2042 .......... 86 16 1 0 0 86 16 1 0 0 86 16 1 0 0

March 2043 .......... 85 15 1 0 0 85 15 1 0 0 85 15 1 0 0

March 2044 .......... 83 13 1 0 0 83 13 1 0 0 83 13 1 0 0

March .......... 81 11 1 0 0 81 11 1 0 0 81 11 1 0 0

March 2046 .......... 79 10 1 0 0 79 10 1 0 0 79 10 1 0 0

March 2047 .......... 77 9 0 0 0 77 9 0 0 0 77 9 0 0 0

March 2048 .......... 75 8 0 0 0 75 8 0 0 0 75 8 0 0 0

March 2049 .......... 73 7 0 0 0 73 7 0 0 0 73 7 0 0 0

March .......... 70 6 0 0 0 70 6 0 0 0 70 6 0 0 0

March 2051 .......... 67 5 0 0 0 67 5 0 0 0 67 5 0 0 0

March 2052 .......... 64 4 0 0 0 64 4 0 0 0 64 4 0 0 0

March 2053 .......... 61 4 0 0 0 61 4 0 0 0 61 4 0 0 0

March 2054 .......... 57 3 0 0 0 57 3 0 0 0 57 3 0 0 0

March .......... 53 3 0 0 0 53 3 0 0 0 53 3 0 0 0

March 2056 .......... 49 2 0 0 0 49 2 0 0 0 49 2 0 0 0

March 2057 .......... 45 2 0 0 0 45 2 0 0 0 45 2 0 0 0

March 2058 .......... 40 1 0 0 0 40 1 0 0 0 40 1 0 0 0

March 2059 .......... 34 1 0 0 0 34 1 0 0 0 34 1 0 0 0

March .......... 28 1 0 0 0 28 1 0 0 0 28 1 0 0 0

March 2061 .......... 22 1 0 0 0 22 1 0 0 0 22 1 0 0 0

March 2062 .......... 15 0 0 0 0 15 0 0 0 0 15 0 0 0 0

March 2063 .......... 8 0 0 0 0 8 0 0 0 0 8 0 0 0 0

March 2064 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 29.2 10.0 4.9 3.2 2.6 29.2 10.0 4.9 3.2 2.6 29.2 10.0 4.9 3.2 2.6

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2025

2030

2035

2040

2045

2050

2055

2060

Security Group 7 PSA Prepayment Assumption Rates

Classes DF, EF, FD, FE, SE, TD, TE and TJ

Distribution Date 0% 200% 400% 600% 800%

Initial Percent . . . . . . . . . 100 100 100 100 100

March .......... 100 96 92 88 84

March 2026 .......... 99 87 76 65 55

March 2027 .......... 99 76 57 42 29

March 2028 .......... 99 67 43 26 15

March 2029 .......... 98 58 33 17 8

March .......... 98 51 25 11 4

March 2031 .......... 97 45 19 7 2

March 2032 .......... 97 39 14 4 1

March 2033 .......... 96 34 11 3 1

March 2034 .......... 95 30 8 2 0

March .......... 95 26 6 1 0

March 2036 .......... 94 23 5 1 0

March 2037 .......... 93 20 3 0 0

March 2038 .......... 92 17 3 0 0

March 2039 .......... 91 15 2 0 0

March .......... 90 13 1 0 0

March 2041 .......... 89 11 1 0 0

March 2042 .......... 87 10 1 0 0

March 2043 .......... 86 8 1 0 0

March 2044 .......... 84 7 0 0 0

March .......... 83 6 0 0 0

March 2046 .......... 81 5 0 0 0

March 2047 .......... 79 5 0 0 0

March 2048 .......... 77 4 0 0 0

March 2049 .......... 74 3 0 0 0

March .......... 72 3 0 0 0

March 2051 .......... 69 2 0 0 0

March 2052 .......... 66 2 0 0 0

March 2053 .......... 63 2 0 0 0

March 2054 .......... 59 1 0 0 0

March .......... 55 1 0 0 0

March 2056 .......... 51 1 0 0 0

March 2057 .......... 46 1 0 0 0

March 2058 .......... 41 1 0 0 0

March 2059 .......... 36 0 0 0 0

March .......... 30 0 0 0 0

March 2061 .......... 23 0 0 0 0

March 2062 .......... 16 0 0 0 0

March 2063 .......... 8 0 0 0 0

March 2064 .......... 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 29.6 8.2 4.5 3.2 2.5

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Security Group 8 PSA Prepayment Assumption Rates

Class AB Class BL

Distribution Date 0% 50% 125% 300% 400% 0% 50% 125% 300% 400%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 89 58 23 0 0 100 100 100 92 85

March 2026 .......... 78 18 0 0 0 100 100 93 73 63

March 2027 .......... 66 0 0 0 0 100 97 84 59 47

March 2028 .......... 53 0 0 0 0 100 91 75 47 34

March 2029 .......... 40 0 0 0 0 100 86 68 37 25

March 2030 .......... 26 0 0 0 0 100 81 61 29 19

March 2031 .......... 11 0 0 0 0 100 75 54 23 14

March 2032 .......... 0 0 0 0 0 99 70 48 18 10

March 2033 .......... 0 0 0 0 0 97 65 43 14 7

March 2034 .......... 0 0 0 0 0 94 60 38 11 5

March 2035 .......... 0 0 0 0 0 92 56 33 9 4

March 2036 .......... 0 0 0 0 0 89 51 29 7 3

March 2037 .......... 0 0 0 0 0 86 46 25 5 2

March 2038 .......... 0 0 0 0 0 83 42 22 4 1

March 2039 .......... 0 0 0 0 0 79 38 18 3 1

March 2040 .......... 0 0 0 0 0 76 33 16 2 1

March 2041 .......... 0 0 0 0 0 72 29 13 2 0

March 2042 .......... 0 0 0 0 0 68 25 11 1 0

March 2043 .......... 0 0 0 0 0 64 21 9 1 0

March 2044 .......... 0 0 0 0 0 60 17 7 1 0

March 2045 .......... 0 0 0 0 0 55 13 5 0 0

March 2046 .......... 0 0 0 0 0 50 9 3 0 0

March 2047 .......... 0 0 0 0 0 45 6 2 0 0

March 2048 .......... 0 0 0 0 0 40 2 1 0 0

March 2049 .......... 0 0 0 0 0 34 0 0 0 0

March 2050 .......... 0 0 0 0 0 28 0 0 0 0

March 2051 .......... 0 0 0 0 0 22 0 0 0 0

March 2052 .......... 0 0 0 0 0 15 0 0 0 0

March 2053 .......... 0 0 0 0 0 8 0 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 4.1 1.2 0.7 0.3 0.2 21.1 12.7 9.1 4.9 3.7

Security Group 9

PSA Prepayment Assumption Rates

Classes BF, FB, FG, SB, TB and TG

Distribution Date 0% 200% 414% 700% 900%

Initial Percent . . . . . . . . . 100 100 100 100 100

March 2025 .......... 99 96 92 87 84

March 2026 .......... 98 87 75 61 52

March 2027 .......... 97 76 56 35 24

March 2028 .......... 96 66 42 20 11

March 2029 .......... 95 57 31 12 5

March 2030 .......... 94 49 23 7 2

March 2031 .......... 92 43 17 4 1

March 2032 .......... 91 37 12 2 0

March 2033 .......... 89 32 9 1 0

March 2034 .......... 88 27 7 1 0

March 2035 .......... 86 23 5 0 0

March 2036 .......... 84 20 4 0 0

March 2037 .......... 82 17 3 0 0

March 2038 .......... 79 15 2 0 0

March 2039 .......... 77 12 1 0 0

March 2040 .......... 74 10 1 0 0

March 2041 .......... 71 9 1 0 0

March 2042 .......... 68 7 1 0 0

March 2043 .......... 64 6 0 0 0

March 2044 .......... 60 5 0 0 0

March 2045 .......... 56 4 0 0 0

March 2046 .......... 52 3 0 0 0

March 2047 .......... 47 3 0 0 0

March 2048 .......... 42 2 0 0 0

March 2049 .......... 36 1 0 0 0

March 2050 .......... 30 1 0 0 0

March 2051 .......... 23 1 0 0 0

March 2052 .......... 16 0 0 0 0

March 2053 .......... 8 0 0 0 0

March 2054 .......... 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 20.5 7.6 4.3 2.8 2.3

S-29
Security Group 10 PSA Prepayment Assumption Rates

Classes JF and JS

Distribution Date 0% 200% 400% 600% 800%

Initial Percent ......... 100 100 100 100 100

March 2025 .......... 99 96 92 89 85

March 2026 .......... 99 87 76 66 57

March 2027 .......... 98 76 58 42 30

March 2028 .......... 97 66 43 27 15

March 2029 .......... 96 57 33 17 8

March 2030 .......... 95 50 24 11 4

March 2031 .......... 94 43 18 7 2

March 2032 .......... 92 37 14 4 1

March 2033 .......... 91 32 10 3 1

March 2034 .......... 89 28 8 2 0

March 2035 .......... 88 24 6 1 0

March 2036 .......... 86 21 4 1 0

March 2037 .......... 84 18 3 0 0

March 2038 .......... 82 15 2 0 0

March 2039 .......... 79 13 2 0 0

March 2040 .......... 77 11 1 0 0

March 2041 .......... 74 9 1 0 0

March 2042 .......... 71 8 1 0 0

March 2043 .......... 67 6 0 0 0

March 2044 .......... 64 5 0 0 0

March 2045 .......... 59 4 0 0 0

March 2046 .......... 55 4 0 0 0

March 2047 .......... 50 3 0 0 0

March 2048 .......... 45 2 0 0 0

March 2049 .......... 39 2 0 0 0

March 2050 .......... 32 1 0 0 0

March 2051 .......... 25 1 0 0 0

March 2052 .......... 18 0 0 0 0

March 2053 .......... 9 0 0 0 0

March 2054 .......... 0 0 0 0 0

Weighted Average

Life (years) ......... 21.1 7.7 4.5 3.2 2.5

Yield Considerations

An investor seeking to maximize yield should make a decision whether to invest in any Regular or

MX Class based on:

 the anticipated yield of that Class resulting from its purchase price,

 the investor’s own projection of Mortgage Loan prepayment rates under a variety of scenarios

and

 in the case of a Floating Rate or an Inverse Floating Rate Class, the investor’s own projection of

levels of 30-day Average SOFR under a variety of scenarios.

No representation is made regarding Mortgage Loan prepayment rates, 30-day Average

SOFR levels or the yield of any Class.

Prepayments: Effect on Yields

The yields to investors will be sensitive in varying degrees to the rate of prepayments on the

related Mortgage Loans.

 In the case of Regular Securities or MX Securities purchased at a premium (especially the Interest

Only Classes), faster than anticipated rates of principal payments could result in actual yields to

investors that are lower than the anticipated yields.

 Investors in the Interest Only Classes should also consider the risk that rapid rates of principal

payments could result in the failure of investors to recover fully their investments.

 In the case of Regular Securities or MX Securities purchased at a discount, slower than anticipated rates of principal payments could result in actual yields to investors that are lower than the

anticipated yields.

S-30
See “Risk Factors — Rates of principal payments can reduce your yield” in this Supplement.

Rapid rates of prepayments on the Mortgage Loans are likely to coincide with periods of low prevailing interest rates.

During periods of low prevailing interest rates, the yields at which an investor may be able to

reinvest amounts received as principal payments on the investor’s Class of Securities may be lower than

the yield on that Class.

Slow rates of prepayments on the Mortgage Loans are likely to coincide with periods of high prevailing interest rates.

During periods of high prevailing interest rates, the amount of principal payments available to an

investor for reinvestment at those high rates may be relatively low.

The Mortgage Loans will not prepay at any constant rate until maturity, nor will all of the Mortgage

Loans underlying any Trust Asset Group prepay at the same rate at any one time. The timing of changes

in the rate of prepayments may affect the actual yield to an investor, even if the average rate of principal

prepayments is consistent with the investor’s expectation. In general, the earlier a prepayment of

principal on the Mortgage Loans, the greater the effect on an investor’s yield. As a result, the effect on

an investor’s yield of principal prepayments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the Closing Date is not likely to be offset

by a later equivalent reduction (or increase) in the rate of principal prepayments.

30-day Average SOFR: Effect on Yields of the Floating Rate and Inverse Floating Rate Classes

Low levels of 30-day Average SOFR can reduce the yield of the Floating Rate Classes. High levels of

30-day Average SOFR can reduce the yield of the Inverse Floating Rate Classes. In addition, the Floating

Rate Classes will not benefit from a higher yield at high levels of 30-day Average SOFR and certain

Inverse Floating Rate Classes may not benefit from particularly low levels of 30-day Average SOFR

because the rate on such Classes is capped at a maximum rate described under “Terms Sheet — Interest

Rates.”

Payment Delay: Effect on Yields of the Fixed Rate Classes

The effective yield on any Fixed Rate Class will be less than the yield otherwise produced by its

Interest Rate and purchase price because, on each Distribution Date, 30 days’ interest will be payable on

(or added to the principal amount of) that Class even though interest began to accrue approximately

50 days earlier.

Yield Tables

The following tables show the pre-tax yields to maturity on a corporate bond equivalent basis of

specified Classes at various constant percentages of PSA and, in the case of the Inverse Floating Rate

Classes, at various constant levels of 30-day Average SOFR.

The Mortgage Loans will not prepay at any constant rate until maturity, and it is unlikely that

30-day Average SOFR will remain constant. Moreover, it is likely that the Mortgage Loans will experience actual prepayment rates that differ from those of the Modeling Assumptions. Therefore, the

actual pre-tax yield of any Class may differ from those shown in the applicable table below for

that Class even if the Class is purchased at the assumed price shown.

S-31
The yields were calculated by

1. determining the monthly discount rates that, when applied to the applicable assumed streams

of cash flows to be paid on the applicable Class, would cause the discounted present value of

the assumed streams of cash flows to equal the assumed purchase price of that Class plus

accrued interest, and

2. converting the monthly rates to corporate bond equivalent rates.

These calculations do not take into account variations that may occur in the interest rates at which

investors may be able to reinvest funds received by them as distributions on their Securities and consequently do not purport to reflect the return on any investment in any Class when those reinvestment

rates are considered.

The information set forth in the following tables was prepared on the basis of the Modeling

Assumptions and the assumptions that (1) the Interest Rate applicable to each Inverse Floating Rate

Class for each Accrual Period following the first Accrual Period will be based on the indicated level of

30-day Average SOFR and (2) the purchase price of each Class (expressed as a percentage of original

Class Notional Balance) plus accrued interest is as indicated in the related table. The assumed purchase price is not necessarily that at which actual sales will occur.

S-32
SECURITY GROUP 1

Sensitivity of Class HS to Prepayments

Assumed Price 5.0%*

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

4.31295% ................... 25.0% 13.7% 1.9% (7.3)%

5.31295% ................... 2.1% (9.8)% (22.5)% (32.6)%

5.63148% ................... (6.3)% (18.3)% (31.2)% (41.6)%

5.95000% and above .......... **   ** 

Sensitivity of Class TH to Prepayments

Assumed Price 0.5%*

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

5.95% and below . . . . . . . . . . . . . 10.7% (1.0)% (13.4)% (23.1)%

6.00% ...................... (1.2)% (13.2)% (26.0)% (36.3)%

6.05% and above ............. **   ** 

SECURITY GROUP 3

Sensitivity of Class AS to Prepayments

Assumed Price 4.0%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 300% 450% 600%

3.82348% .................... 29.3% 20.4% 11.1% 1.4%

4.32232% .................... 15.4% 6.4% (3.1)% (13.0)%

4.82116% .................... 1.3% (7.9)% (17.5)% (27.6)%

5.32000% and above ........... **   ** 

Sensitivity of Class S to Prepayments

Assumed Price 3.75%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 300% 450% 600%

3.90848% .................... 24.5% 15.5% 6.2% (3.6)%

4.32232% .................... 12.2% 3.2% (6.3)% (16.3)%

4.73616% .................... (0.5)% (9.6)% (19.2)% (29.4)%

5.15000% and above ........... **   ** 

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

** Indicates that investors will suffer a loss of virtually all of their investment.

S-33
Sensitivity of Class SA to Prepayments

Assumed Price 3.75%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 300% 450% 600%

3.90848% .................... 24.5% 15.5% 6.2% (3.6)%

4.32232% .................... 12.2% 3.2% (6.3)% (16.3)%

4.73616% .................... (0.5)% (9.6)% (19.2)% (29.4)%

5.15000% and above ...........   **  **

Sensitivity of Class SC to Prepayments

Assumed Price 4.0%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 300% 450% 600%

3.90848% ................... 22.2% 13.2% 3.8% (6.0)%

4.32232% ................... 10.7% 1.6% (7.9)% (17.9)%

4.73616% ................... (1.3)% (10.5)% (20.1)% (30.2)%

5.15000% and above ..........   **  **

Sensitivity of Class TA to Prepayments

Assumed Price 0.25%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 300% 450% 600%

5.150% and below ................ 64.9% 56.1% 47.0% 37.5%

5.235% ......................... 25.5% 16.5% 7.2% (2.6)%

5.320% and above ................   **  **

Sensitivity of Class TC to Prepayments

Assumed Price 0.25%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 300% 450% 600%

5.150% and below ................ 64.9% 56.1% 47.0% 37.5%

5.235% ......................... 25.5% 16.5% 7.2% (2.6)%

5.320% and above ................   **  **

** Indicates that investors will suffer a loss of virtually all of their investment.

S-34
SECURITY GROUP 4

Sensitivity of Class GI to Prepayments

Assumed Price 16.5%*

PSA Prepayment Assumption Rates

200% 450% 700% 710% 900%

34.9% 18.6% 0.8% 0.0% (14.0)%

SECURITY GROUP 5

Sensitivity of Class SJ to Prepayments

Assumed Price 5.5%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 400% 600% 800%

4.31864% ................... 17.4% 5.6% (6.8)% (20.0)%

5.31864% ................... (3.6)% (15.9)% (29.0)% (43.3)%

5.35932% ................... (4.5)% (16.8)% (30.0)% (44.3)%

5.40000% and above .......... (5.5)% (17.8)% (31.0)% (45.4)%

SECURITY GROUP 6

Sensitivity of Class CS to Prepayments

Assumed Price 2.0%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

3.85848% ...................... 68.2% 57.2% 45.8% 36.9%

4.32232% ...................... 40.7% 29.4% 17.6% 8.3%

4.78616% ...................... 14.7% 2.8% (9.8)% (19.7)%

5.25000% and above ............. **   ** 

Sensitivity of Class ES to Prepayments

Assumed Price 3.0%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

3.85848% .................... 40.7% 29.4% 17.6% 8.3%

4.32232% .................... 23.2% 11.5% (0.7)% (10.4)%

4.78616% .................... 6.1% (6.0)% (18.9)% (29.2)%

5.25000% and above ........... **   ** 

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

** Indicates that investors will suffer a loss of virtually all of their investment.

S-35
Sensitivity of Class LS to Prepayments

Assumed Price 2.5%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

3.82348% .................... 56.5% 45.4% 33.8% 24.8%

4.32232% .................... 33.3% 21.9% 9.9% 0.5%

4.82116% .................... 11.1% (0.9)% (13.6)% (23.7)%

5.32000% and above ...........   **  **

Sensitivity of Class SL to Prepayments

Assumed Price 2.0%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

3.85848% ...................... 68.2% 57.2% 45.8% 36.9%

4.32232% ...................... 40.7% 29.4% 17.6% 8.3%

4.78616% ...................... 14.7% 2.8% (9.8)% (19.7)%

5.25000% and above .............   **  **

Sensitivity of Class TL to Prepayments

Assumed Price 0.25%

PSA Prepayment Assumption Rates

30-day Average SOFR 150% 350% 550% 700%

5.250% and below ............. 20.0% 8.2% (4.2)% (13.9)%

5.285% ...................... 4.5% (7.7)% (20.7)% (31.0)%

5.320% and above .............   **  **

SECURITY GROUP 7

Sensitivity of Class SE to Prepayments

Assumed Price 3.5%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 400% 600% 800%

4.33810% ................... 35.7% 25.2% 14.4% 3.2%

5.33810% ................... 2.9% (9.0)% (21.6)% (34.9)%

5.59405% ................... (5.9)% (18.2)% (31.3)% (45.7)%

5.85000% and above .......... **   ** 

Sensitivity of Class TD to Prepayments

Assumed Price 0.5%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 400% 600% 800%

6.00% and below . . . . . . . . . . . . . 9.1% (2.5)% (14.6)% (27.4)%

6.05% ...................... (2.5)% (14.7)% (27.6)% (41.6)%

6.10% and above ............. **   ** 

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

** Indicates that investors will suffer a loss of virtually all of their investment.

S-36
Sensitivity of Class TE to Prepayments

Assumed Price 0.25%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 400% 600% 800%

5.950% and below ............ 9.1% (2.5)% (14.6)% (27.4)%

5.975% ..................... (2.5)% (14.7)% (27.6)% (41.6)%

6.000% and above ............ **   ** 

Sensitivity of Class TJ to Prepayments

Assumed Price 0.5%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 400% 600% 800%

5.85% and below ............. 9.1% (2.5)% (14.6)% (27.4)%

5.90% ...................... (2.5)% (14.7)% (27.6)% (41.6)%

5.95% and above ............. **   ** 

SECURITY GROUP 9

Sensitivity of Class SB to Prepayments

Assumed Price 4.0%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 414% 700% 900%

4.32232% .................. 14.5% 2.8% (13.6)% (25.6)%

5.32232% .................. (23.7)% (36.2)% (55.9)% (72.9)%

5.33616% .................. (26.9)% (39.3)% (59.5)% (77.2)%

5.35000% and above ......... **   ** 

Sensitivity of Class TB to Prepayments

Assumed Price 0.25%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 414% 700% 900%

5.350% and below ............ 8.2% (3.8)% (20.8)% (33.4)%

5.375% ..................... (3.9)% (16.5)% (34.9)% (48.9)%

5.400% and above ............ **   ** 

Sensitivity of Class TG to Prepayments

Assumed Price 0.25%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 414% 700% 900%

5.350% and below ............ 8.2% (3.8)% (20.8)% (33.4)%

5.375% ..................... (3.9)% (16.5)% (34.9)% (48.9)%

5.400% and above ............ **   ** 

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

** Indicates that investors will suffer a loss of virtually all of their investment.

S-37
SECURITY GROUP 10

Sensitivity of Class JS to Prepayments

Assumed Price 5.75%*

PSA Prepayment Assumption Rates

30-day Average SOFR 200% 400% 600% 800%

4.31861% .................... 27.3% 16.9% 6.2% (4.8)%

5.31861% .................... 7.1% (4.3)% (16.1)% (28.5)%

5.35931% .................... 6.2% (5.1)% (17.0)% (29.6)%

5.40000% and above ........... 5.4% (6.0)% (18.0)% (30.6)%

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following tax discussion, when read in conjunction with the discussion of “Certain United

States Federal Income Tax Consequences” in the Base Offering Circular, describes the material United

States federal income tax considerations for investors in the Securities. However, these two tax discussions do not purport to deal with all United States federal tax consequences applicable to all categories of investors, some of which may be subject to special rules.

REMIC Elections

In the opinion of Cleary Gottlieb Steen & Hamilton LLP, the Trust will constitute a Double REMIC

Series as to the Group 4 Trust Assets and a Single REMIC Series as to the Group 1 Trust Assets, the

Group 2, 5, 9 and 10 Trust Assets, the Group 3 Trust Assets, the Group 6 Trust Assets, the Group 7 Trust

Assets and the Group 8 Trust Assets, each for United States federal income tax purposes. Separate

REMIC elections will be made for the Group 1 REMIC, the Group 2, 5, 9 and 10 REMIC, the Group 3

REMIC, the Group 4 Pooling REMIC, the Group 4 Issuing REMIC, the Group 6 REMIC, the Group 7

REMIC and the Group 8 REMIC.

Regular Securities

The Regular Securities will be treated as debt instruments issued by the Group 1 REMIC, the

Group 2, 5, 9 and 10 REMIC, the Group 3 REMIC, the Group 4 Issuing REMIC, the Group 6 REMIC, the

Group 7 REMIC or the Group 8 REMIC, as applicable, for United States federal income tax purposes.

Income on the Regular Securities must be reported under an accrual method of accounting.

The Notional and Accrual Classes of Regular Securities will be issued with original issue discount

(“OID”), and certain other Classes of Regular Securities may be issued with OID. See “Certain United

States Federal Income Tax Consequences — Tax Treatment of Regular Securities — Original Issue

Discount,” “— Variable Rate Securities” and “— Interest Weighted Securities and Non-VRDI Securities” in

the Base Offering Circular.

S-38
The prepayment assumption that should be used in determining the rates of accrual of OID, if any,

on the Regular Securities (as described in “Yield, Maturity and Prepayment Considerations” in this Supplement) is as follows:

Group(s) PSA

1 and 6 350%

2 250%

3 300%

4 450%

5, 7 and 10 400%

8 125%

9 414%

In the case of the Floating Rate Classes, the interest rate values to be used for these determinations

are the initial Interest Rates as set forth in the Terms Sheet under “Interest Rates.” No representation is

made, however, about the rate at which prepayments on the Mortgage Loans underlying any Group of

Trust Assets actually will occur or the level of 30-day Average SOFR at any time after the date of this

Supplement. See “Certain United States Federal Income Tax Consequences” in the Base Offering Circular.

The Regular Securities generally will be treated as “regular interests” in a REMIC for domestic building and loan associations and “real estate assets” for real estate investment trusts (“REITs”) as described

in “Certain United States Federal Income Tax Consequences” in the Base Offering Circular. Similarly,

interest on the Regular Securities will be considered “interest on obligations secured by mortgages on

real property” for REITs as described in “Certain United States Federal Income Tax Consequences” in the

Base Offering Circular.

Residual Securities

Each Class of Residual Securities will represent the beneficial ownership of the Residual Interest in

the related Trust REMIC or Trust REMICs, as shown below:

Residual Securities Trust REMIC

Class R1 Securities Group 1 REMIC

Class R Securities Group 2, 5, 9 and 10 REMIC

Class R3 Securities Group 3 REMIC

Class RR4 Securities Group 4 Pooling REMIC and Group 4 Issuing REMIC

Class R6 Securities Group 6 REMIC

Class R7 Securities Group 7 REMIC

Class R8 Securities Group 8 REMIC

The Residual Securities generally will be treated as “residual interests” in a REMIC for domestic

building and loan associations and as “real estate assets” for REITs, as described in “Certain United States

Federal Income Tax Consequences” in the Base Offering Circular, but will not be treated as debt for

United States federal income tax purposes. Instead, the Holders of the Residual Securities will be

required to report, and will be taxed on, their pro rata shares of the taxable income or loss of the related

Trust REMIC or Trust REMICs, as applicable, and these requirements will continue until there are no

outstanding regular interests in the respective Trust REMIC or Trust REMICs, as applicable. Thus,

Residual Holders will have taxable income attributable to the Residual Securities even though they will

not receive principal or interest distributions with respect to the Residual Securities, which could result

in a negative after-tax return for the Residual Holders. Even though the Holders of the Residual SecuS-39
rities are not entitled to any stated principal or interest payments on the Residual Securities, the related

Trust REMIC or Trust REMICs, as applicable, may have substantial taxable income in certain periods,

and offsetting tax losses may not occur until much later periods. Accordingly, the Holders of the

Residual Securities may experience substantial adverse tax timing consequences. Prospective investors

are urged to consult their own tax advisors and consider the after-tax effect of ownership of the

Residual Securities and the suitability of the Residual Securities to their investment objectives.

Prospective Holders of Residual Securities should be aware that, at issuance, based on the expected

prices of the Regular and Residual Securities and the prepayment assumption described above, the

residual interests represented by the Residual Securities will be treated as “noneconomic residual interests” as that term is defined in Treasury regulations.

MX Securities

For a discussion of certain United States federal income tax consequences applicable to the MX

Classes, see “Certain United States Federal Income Tax Consequences — Tax Treatment of MX Securities”,

“— Exchanges of MX Classes and Regular Classes” and “— Taxation of Foreign Holders of REMIC Securities and MX Securities” in the Base Offering Circular.

Investors should consult their own tax advisors in determining the United States federal,

state, local, foreign and any other tax consequences to them of the purchase, ownership and

disposition of the Securities.

ERISA MATTERS

Ginnie Mae guarantees distributions of principal and interest with respect to the Securities. The

Ginnie Mae Guaranty is supported by the full faith and credit of the United States of America. The Regular and MX Securities will qualify as “guaranteed governmental mortgage pool certificates” within the

meaning of a Department of Labor regulation, the effect of which is to provide that mortgage loans and

participations therein underlying a “guaranteed governmental mortgage pool certificate” will not be

considered assets of an employee benefit plan subject to the Employee Retirement Income Security Act

of 1974, as amended (“ERISA”), or subject to Section 4975 of the Code (each, a “Plan”), solely by reason

of the Plan’s purchase and holding of that certificate.

Prospective Plan Investors should consult with their advisors to determine whether the

purchase, holding or resale of a Security could give rise to a transaction that is prohibited or is

not otherwise permissible under either ERISA or the Code.

Governmental plans and certain church plans, while not subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and the Code, may nevertheless be

subject to local, state or other federal laws that are substantially similar to the foregoing provisions of

ERISA and the Code (“Similar Law”).

Fiduciaries of any such Plans or governmental or church plans subject to Similar Law should consult with their counsel before purchasing any of the Securities.

See “ERISA Considerations” in the Base Offering Circular.

The Residual Securities are not offered to, and may not be transferred to, a Plan Investor.

S-40
LEGAL INVESTMENT CONSIDERATIONS

Institutions whose investment activities are subject to legal investment laws and regulations or to

review by certain regulatory authorities may be subject to restrictions on investment in the Securities. No

representation is made about the proper characterization of any Class for legal investment or

other purposes, or about the permissibility of the purchase by particular investors of any Class

under applicable legal investment restrictions.

Investors should consult their own legal advisors regarding applicable investment

restrictions and the effect of any restrictions on the liquidity of the Securities prior to investing

in the Securities.

See “Legal Investment Considerations” in the Base Offering Circular.

PLAN OF DISTRIBUTION

Subject to the terms and conditions of the Sponsor Agreement, the Sponsor has agreed to purchase

all of the Securities if any are sold and purchased. The Sponsor proposes to offer the Regular and MX

Classes to the public from time to time for sale in negotiated transactions at varying prices to be

determined at the time of sale, plus accrued interest, from (1) March 1, 2024 on the Fixed Rate

Classes and (2) March 20, 2024 on the Floating Rate and Inverse Floating Rate Classes. The Sponsor may

effect these transactions by sales to or through certain securities dealers. These dealers may receive

compensation in the form of discounts, concessions or commissions from the Sponsor and/or commissions from any purchasers for which they act as agents. Some of the Securities may be sold through

dealers in relatively small sales. In the usual case, the commission charged on a relatively small sale of

securities will be a higher percentage of the sales price than that charged on a large sale of securities.

INCREASE IN SIZE

Before the Closing Date, Ginnie Mae, the Trustee and the Sponsor may agree to increase the size of

this offering. In that event, the Securities will have the same characteristics as described in this Supplement, except that the Original Class Principal Balance (or original Class Notional Balance) of each Class

receiving principal distributions or interest distributions based upon a notional balance from the same

Trust Asset Group will increase by the same proportion. The Trust Agreement, the Final Data Statement

and the Supplemental Statement, if any, will reflect any increase in the size of the transaction.

LEGAL MATTERS

Certain legal matters will be passed upon for Ginnie Mae by Hunton Andrews Kurth LLP, for the

Trust by Cleary Gottlieb Steen & Hamilton LLP and Marcell Solomon & Associates, P.C., and for the

Trustee by Faegre Drinker Biddle & Reath LLP.

S-41
S-I-1

Schedule I

Available Combinations(1)

REMIC Securities MX Securities

Maximum

Original Class Original Class

Principal Balance Principal Balance Final

or Class Related or Class Notional Principal Interest Interest CUSIP Distribution

Class Notional Balance MX Class Balance(2) Type(3) Rate Type(3) Number Date(4)

Security Group 1

Combination 1

FH $ 63,000,000 HF $ 63,000,000 PT (5) FLT 38384KMB4 March 2054

TH 63,000,000

Security Group 2

Combination 2

BV $ 5,337,660 BY $ 11,214,937 SEQ 6.00% FIX 38384KMC2 March 2054

BZ 5,877,277

Security Group 3

Combination 3

AF $ 50,000,000 FA $ 50,000,000 PT (5) FLT 38384KMD0 March 2054TA 50,000,000

Combination 4

SA $ 50,000,000 S $100,000,000 NTL(PT) (5) INV/IO 38384KME8 March 2054

SC 50,000,000

Combination 5

SC $ 50,000,000 AS $ 50,000,000 NTL(PT) (5) INV/IO 38384KMF5 March 2054

TC 50,000,000

Security Group 6

Combination 6

SL $ 75,000,000 LS $ 75,000,000 NTL(PT) (5) INV/IO 38384KMG3 March 2064

TL 75,000,000

Combination 7

CS $ 65,000,000 ES $140,000,000 NTL(PT) (5) INV/IO 38384KMH1 March 2064

SL 75,000,000
REMIC Securities MX Securities

S-I-2

Maximum

Original Class Original Class

Principal Balance Principal Balance Final

or Class Related or Class Notional Principal Interest Interest CUSIP Distribution

Class Notional Balance MX Class Balance(2) Type(3) Rate Type(3) Number Date(4)

Security Group 7

Combination 8

FD $104,532,714 FE $104,532,714 PT (5) FLT 38384KMJ7 March 2064TD 104,532,714TE 104,532,714TJ 104,532,714

Combination 9

FD $104,532,714 EF $104,532,714 PT (5) FLT 38384KMK4 March 2064

TD 104,532,714TE 104,532,714

Combination 10

FD $104,532,714 DF $104,532,714 PT (5) FLT 38384KML2 March 2064

TD 104,532,714

Security Group 9

Combination 11

BF $ 50,000,000 FB $ 50,000,000 PT (5) FLT 38384KMM0 March 2054TB 50,000,000

(1) All exchanges must comply with minimum denomination restrictions.

(2) The amount shown for each MX Class represents the maximum Original Class Principal Balance (or original Class Notional Balance) of

that Class, assuming it were to be issued on the Closing Date.

(3) As defined under “Class Types” in Appendix I to the Base Offering Circular.

(4) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Supplement.

(5) The Interest Rate will be calculated as described under “Terms Sheet — Interest Rates” in this Supplement.
$805,375,431

Government National

Mortgage Association

GINNIE MAE®

Guaranteed REMIC

Pass-Through Securities

and MX Securities

Ginnie Mae REMIC Trust 2024-039

OFFERING CIRCULAR SUPPLEMENT

March 22, 2024

Citigroup

Academy Securities Inc.