Other Information
+Added: During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
Exhibits and Financial Statement Schedules
4 unchanged sentences
*3.2 AGNC Investment Corp.
−Removed: Fourth Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No.
−Removed: 001-34057), filed March 11, 2021.
+Added: Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No.
+Added: 001-34057), filed July 21, 2023.
*3.3 Certificate of Designations of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.5 of Form 8-A (File No.
10 unchanged sentences
*4.2 Instruments defining the rights of holders of securities:
−Removed: See Article VI of our Fourth Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K, filed March 11, 2021.
+Added: See Article VI of our Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K, filed July 21, 2023.
*4.3 Form of Certificate for Common Stock, incorporated herein by reference to Exhibit 4.3 of Form 10-Q for the quarter ended September 30, 2022 (File No.
34 unchanged sentences
001-34057) filed September 14, 2022.
−Removed: † 10.1 Form of AGNC Investment Corp.
−Removed: 2016 Equity and I n centive Compensation Plan Restricted Stock Unit Agreement for S e ction 16 Officers, filed herewith.
−Removed: † 10.2 F orm of AGNC Investment Corp.
−Removed: 2016 Equity and Incentive Comp en sation Pla n Performance -Based Restricted Stock Unit Agreement for Section 16 Officers , filed herewith.
+Added: 14 AGNC Investment Corp.
+Added: Code of Ethics and Conduct, adopted July 20, 2023, filed herewith.
31.1 Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
** This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K
−Removed: † Management contract or compensatory plan or arrangement
See the exhibits filed herewith.
5 unchanged sentences
Chief Executive Officer (Principal Executive Officer)
+Added: August 3, 2023
/s/ B ERNICE E.
1 unchanged sentence
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
+Added: August 3, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.