13 unchanged sentences
Other Information
+Added: During the three months ended December 31, 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.
Directors, Executive Officers and Corporate Governance
24 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.
40 unchanged sentences
001-34057), filed December 10, 2020.
−Removed: † 10.4 First Amendment to Second Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Peter Federico, filed herewith.
+Added: †* 10.4 First Amendment to Second Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Peter Federico, incorporated herein by reference to Exhibit 10.4 of Form 10-K (File No.
+Added: 001-34057), filed February 27, 20 23 .
†* 10.5 Second Amended and Restated Employment Agreement, dated December 10, 2020, by and between AGNC Mortgage Management, LLC and Christopher Kuehl, incorporated herein by reference to Exhibit 10.3 of Form 8-K (File No.
001-34057), filed December 10, 2020.
−Removed: 6 First Amendment to Second Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Christopher Kuehl, filed herewith .
+Added: †* 10.6 First Amendment to Second Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Christopher Kuehl, incorporated herein by reference to Exhibit 10.6 of Form 10-K (File No.
+Added: 001-34057), filed February 27, 20 23 .
†* 10.7 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Bernice Bell, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.
4 unchanged sentences
001-34057), filed February 3, 2023.
−Removed: †* 10.10 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Aaron Pas, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.
−Removed: 001-34057), filed January 22, 2021.
−Removed: †* 10.11 First Amendment to Amended and Restated Employment Agreement dated January 21, 2022 between AGNC Mortgage Management, LLC and Aaron Pas, incorporated herein by reference to Exhibit 10.8 of Form 10-K (File No, 001-34057), filed February 23, 2022.
†* 10.10 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Kenneth Pollack, incorporated herein by reference to Exhibit 10.15 of Form 10-K (File No.
7 unchanged sentences
†* 10.14 Form of AGNC Investment Corp.
−Removed: 2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, incorporated herein by reference to Exhibit 10.8 of Form 10-K (File No.
−Removed: 001-34057), filed February 27, 2017.
−Removed: †* 10.17 Form of AGNC Investment Corp.
2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.14 of Form 10-K (File No.
10 unchanged sentences
†* 10.18 Form of AGNC Investment Corp.
−Removed: 2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, incorporated herein by reference to Exhibit 10.17 of Form 10-K (File No.
−Removed: 001-34057), filed February 22, 2019.
−Removed: †* 10.22 Form of AGNC Investment Corp.
−Removed: 2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Retirement Provisions, incorporated herein by reference to Exhibit 10.26 of Form 10-K (File No.
−Removed: 001-34057), filed February 26, 2021.
−Removed: †* 10.23 Form of AGNC Investment Corp.
−Removed: 2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Retirement Provisions, incorporated herein by reference to Exhibit 10.27 of Form 10-K (File No.
−Removed: 001-34057), filed February 26, 2021.
−Removed: †* 10.24 Form of AGNC Investment Corp.
2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, incorporated herein by reference to Exhibit 10.28 of Form 10-K (File No.
3 unchanged sentences
001-34057), filed February 26, 2021.
+Added: 20 Form of AGNC Investment Corp.
+Added: 2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Retirement P lan Language , filed herewith .
+Added: 21 Form of AGNC Investment Corp.
+Added: 2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Retirement Plan Language , filed he rewith .
*14 AGNC Investment Corp.
−Removed: Code of Ethics and Conduct, adopted January 23, 2020, incorporated herein by reference to Exhibit 14 of Form 10-K (File No.
−Removed: 001-34057), filed February 25, 2020.
+Added: Code of Ethics and Conduct, adopted July 20 , 202 3 , incorporated herein by reference to Exhibit 14 of Form 10- Q (File No.
+Added: 001-34057), filed August 3 , 202 3 .
21 Subsidiaries of the Company and jurisdiction of incorporation:
7 unchanged sentences
32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97.1 A GNC Investment Corp.
+Added: Compensation Clawback Policy, fi led herewith.
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33 unchanged sentences
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.