AGNC Investment Corp. Files 8-K on Security Holder Rights

TL;DR

AGNC filed an 8-K, watch for changes to security holder rights and bylaws.

AI Summary

AGNC Investment Corp. filed an 8-K on September 10, 2025, reporting material modifications to the rights of security holders and other events. The filing also includes amendments to its articles of incorporation or bylaws and a change in its fiscal year. Specific details regarding these modifications and amendments are not provided in the excerpt.

Why It Matters

This filing indicates potential changes to the rights of AGNC's security holders, which could impact their investment value and the company's operational structure.

Risk Assessment

Risk Level: medium — Material modifications to security holder rights and amendments to bylaws can introduce new risks or alter existing ones for investors.

Key Players & Entities

• AGNC Investment Corp. (company) — Filer
• September 10, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share AGNC The Nasdaq Global Select
• $25,000 — share, with a liquidation preference of $25,000 per share ("Series H Preferred Stock"),
• $2,187.50 — ixed rate equal to 8.75% (equivalent to $2,187.50 per annum per share of Series H Preferr
• $2.1875 — er share of Series H Preferred Stock or $2.1875 per annum per depositary share (each a
• $25.00 — ock at $25,000 per share (equivalent to $25.00 per Depositary Share) plus any accumula

Filing Documents

• agnc-20250910.htm (8-K) — 50KB
• serieshdepositaryagmt.htm (EX-4.2) — 328KB
• serieshexhibit5opinion.htm (EX-5.1) — 40KB
• agnc-20250910_g1.jpg (GRAPHIC) — 715KB
• 0001423689-25-000097.txt ( ) — 2369KB
• agnc-20250910.xsd (EX-101.SCH) — 5KB
• agnc-20250910_def.xml (EX-101.DEF) — 21KB
• agnc-20250910_lab.xml (EX-101.LAB) — 43KB
• agnc-20250910_pre.xml (EX-101.PRE) — 22KB
• agnc-20250910_htm.xml (XML) — 9KB

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders. On September 9, 2025, AGNC Investment Corp., a Delaware corporation (the "Company") filed a Certificate of Designations (the "Certificate of Designations") with the Secretary of State of the State of Delaware to designate 13,800 shares of the Company's authorized preferred stock as the 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25,000 per share ("Series H Preferred Stock"), with the powers, designations, preferences and other rights as set forth therein. The Certificate of Designations became effective upon filing on September 9, 2025. The Certificate of Designations provides that the Company will pay quarterly cumulative cash dividends on the Series H Preferred Stock based on the stated liquidation preference of $25,000 per share, in arrears, when and as declared, on the 15th day of each January, April, July and October, beginning on January 15, 2026 (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day) from, and including, the date of original issuance at a fixed rate equal to 8.75% (equivalent to $2,187.50 per annum per share of Series H Preferred Stock or $2.1875 per annum per depositary share (each a "Depositary Share" and collectively, the "Depositary Shares"), each representing 1/1,000th of a share of the Series H Preferred Stock). The Series H Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up, (1) senior to all classes or series of the Company's common stock and to all other equity securities issued by the Company other than equity securities referred to in clause (2); and (2) on a parity with all equity securities issued by the Company with terms specific

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information about the Certificate of Designations set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01. Other Events

Item 8.01. Other Events. On September 10, 2025, in connection with the underwriting agreement, dated September 3, 2025, relating to the Company's sale of Depositary Shares, the Company issued 13,800 shares of Series H Preferred Stock. The Series H Preferred Stock was deposited with Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the "Depositary"). On September 10, 2025, the Company entered into a Deposit Agreement with the Depositary (the "Deposit Agreement") and the holders from time to time of the receipts described therein (the "Depositary Receipt"). Copies of the Deposit Agreement and the form of Depositary Receipt are included as Exhibits 4.2 and 4.3 hereto, respectively, and are incorporated herein by reference. On September 10, 2025, Skadden, Arps, Slate, Meagher & Flom LLP delivered to the Company an opinion with respect to the validity of the Depositary Shares, the Series H Preferred Stock and the common stock of the Company issuable upon conversion of the Series H Preferred Stock (the "Opinion"). The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Company's Registration Statement on Form S-3 (No. 333-257014), in accordance with the requirements of Item 601(b)(5) of Regulation S-K. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designations of AGNC Investment Corp., designating the Company's 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, incorporated herein by reference to Exhibit 3.8 of Form 8-A (File No.001-34057), filed September 10 , 2025. 4.1 Form of Stock Certificate representing the Company's 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No.001-34057), filed September 10, 2025. 4.2 Deposit Agreement, dated September 10, 2025, among AGNC Investment Corp., Computershare Inc. and Computershare Trust Company, N.A., actin

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View this 8-K filing on SEC EDGAR