Business Context and Reporting Period
This Form 8-K Current Report is filed by AGNC Investment Corp. for the reporting period of May 28, 2026. The filing details the implementation of a new "at the market" (ATM) common stock issuance program.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics. The primary financial figure disclosed is the authorization to sell up to $2,000,000,000 in aggregate offering price of common stock under the new program.
Material Changes
The material event reported is the execution of separate Sales Agreements with multiple financial agents, including Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, among others. This establishes a mechanism for the Company to offer and sell shares of common stock (par value $0.01) from time to time.
Guidance, Outlook, and Program Terms
- Sales Method: Shares may be sold in ordinary brokers' transactions, to market makers, on the Nasdaq Global Select Market, in the over-the-counter market, or in privately negotiated transactions.
- Compensation: Agents will be compensated at a rate of up to 1.0% of the gross sales price for shares sold through them.
- Registration: The offering is conducted pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-279249) filed on May 9, 2024.
- Termination: The program terminates upon the earlier of the sale of all authorized shares or the termination of the Sales Agreements by the Company or Agents.
Investor Verification Checklist
- Verify the current market price of AGNC common stock to assess the potential dilution impact of a $2 billion issuance program.
- Review the full text of the Sales Agreements (Exhibit 1.1) for specific conditions or restrictions on sales.
- Monitor future filings for actual share issuances and proceeds raised under this program.
- Confirm the status of the underlying Form S-3ASR registration statement for any amendments or suspensions.