Other Information
−Removed: During the fiscal quarter ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under 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 each term is defined in Regulation S-K, Item 408), except as follows:
−Removed: On August 27, 2024 , Peter Federico , our President and Chief Executive Officer and director , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) providing for the sale of up to 145,000 shares of our common stock.
−Removed: The trading arrangement will expire on August 20, 2025 or earlier if all transactions under the trading arrangement are completed.
+Added: During the fiscal quarter ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under 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 each term is defined in Regulation S-K, Item 408).
Exhibits and Financial Statement Schedules
1 unchanged sentence
3.1 AGNC Investment Corp.
−Removed: Amended and Restated Certificate of Incorporation, as amended, incorporated by reference from Exhibit 3.1 of Form 10-K for the year ended December 31, 2021 (File No.
−Removed: 001-34057), filed February 23, 2022.
+Added: Amended and Restated Certificate of Incorporation, as amended, filed herewith .
*3.2 AGNC Investment Corp.
10 unchanged sentences
4.1 Instruments defining the rights of holders of securities:
−Removed: See Article IV of our Amended and Restated Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 of Form 10-K for the year ended December 31, 2021 (File No.
−Removed: 001-34057), filed February 23, 2022.
+Added: See Article IV of our Amended and Restated Certificate of Incorporation, as amended, filed herewith .
*4.2 Instruments defining the rights of holders of securities:
31 unchanged sentences
*4.17 Deposit Agreement relating to 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock, dated September 14, 2022, among AGNC Investment Corp., Computershare Inc.
−Removed: and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No.
+Added: and Computershare Trust
+Added: Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No.
001-34057) filed September 14, 2022.
1 unchanged sentence
001-34057) filed September 14, 2022.
−Removed: †*10 Amended and Restated Employment Agreement dated July 18, 2024 between AGNC Mortgage Management, LLC and Gary Kain, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.
−Removed: 001-34057) filed July 19, 2024.
−Removed: *14 AGNC Investment Corp.
−Removed: Code of Ethics and Conduct, adopted July 18, 2024, incorporated herein by reference to Exhibit 14 of Form 10-Q (File No.
−Removed: 001-34057) filed August 5, 2024.
31.1 Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
18 unchanged sentences
Chief Executive Officer (Principal Executive Officer)
−Removed: November 1, 2024
/s/ B ERNICE E.
1 unchanged sentence
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
−Removed: November 1, 2024
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.