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AGI Inc (NASDAQ: AGBK) chair reports large Class B stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

AGI Inc Chairman and CEO Marciano Testa filed an initial ownership report showing indirect holdings of Class B shares that are convertible into Class A shares on a 1-for-1 basis. The filing lists 97,545,219 underlying Class A shares held through MT Capital Limited and 3,684,139 underlying Class A shares held through Testa Ventures, Yepidale International Ventures Limited and AGI Partners Limited, plus 1 additional underlying Class A share via AGI Partners Limited. Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A and Class B shares it holds except to the extent of his pecuniary interest.

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Insider TESTA MARCIANO
Role Chairman and CEO
Type Security Shares Price Value
holding Class B common shares -- -- --
holding Class B Shares -- -- --
holding Class B Shares -- -- --
Holdings After Transaction: Class B common shares — 97,545,219 shares (Indirect, By MT Capital Limited); Class B Shares — 1 shares (Indirect, By AGI Partners Limited)
Footnotes (1)
  1. The Class B Shares have no expiration date and are convertible into the issuer's Class A Shares on a 1-for-1 basis (a) at the holder's option or (b) upon the election of the holders of a majority of the then outstanding Class B Shares, all outstanding Class B Shares may be converted into a like number of Class A Shares. Mr. Marciano Testa owns common shares of AGI Inc. through Testa Ventures, Yepidale International Ventures Limited, MT Capital Limited (vehicles wholly owned by Mr. Marciano Testa) and through AGI Partners Limited. Mr. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares and Class B common shares held by AGI Partners Limited except to the extent he has a pecuniary interest therein.
Indirect Class B position via MT Capital 97,545,219 underlying Class A shares Reported as of 2026-03-18, convertible 1-for-1
Additional indirect Class B block 3,684,139 underlying Class A shares Held through Testa Ventures, Yepidale and AGI Partners Limited
Small additional Class B holding 1 underlying Class A share Held indirectly via AGI Partners Limited
Conversion ratio 1-for-1 Class B into Class A Class B shares have no expiration date
Class B Shares financial
"The Class B Shares have no expiration date and are convertible"
Class B shares are one type of a company’s stock that carries a specific set of rights — often different voting power or dividend rules compared with other classes. For investors, that affects influence over company decisions and potential income: owning Class B might mean fewer or more votes per share or different claim on profits, like having a different seat at a decision table or a different slice of the payout pie.
convertible financial
"convertible into the issuer's Class A Shares on a 1-for-1 basis"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
pecuniary interest financial
"disclaims ownership of the Class A common shares and Class B common shares held by AGI Partners Limited except to the extent he has a pecuniary interest therein"
controlling shareholder financial
"Mr. Marciano Testa is the controlling shareholder of AGI Partners Limited"
A controlling shareholder is a person or entity that holds enough voting power in a company—often a majority of votes or decisive influence through agreements—to determine its board, strategy and major decisions. For investors this matters because that control shapes corporate direction, risk and who benefits from deals; like a driver steering a car, a controlling shareholder can speed up or block changes, which can affect minority shareholders’ returns and the company’s value.
indirect ownership financial
"owns common shares of AGI Inc. through Testa Ventures, Yepidale International Ventures Limited, MT Capital Limited"
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
TESTA MARCIANO
(Last)(First)(Middle)
UGLAND HOUSE, GRAND CAYMAN, KY1-1104
(Street)
GEORGE TOWN99970
(City)(State)(Zip)
CAYMAN ISLANDS
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
AGI Inc [ AGBK ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B common shares (1) (1)Class A Shares97,545,219(1)IBy MT Capital Limited(2)
Class B Shares (1) (1)Class A Shares1(1)IBy AGI Partners Limited(2)
Class B Shares (1) (1)Class A Shares3,684,139(1)IBy Testa Ventures and Yepidale International Ventures Limited through AGI Partners Limited(2)
Explanation of Responses:
1. The Class B Shares have no expiration date and are convertible into the issuer's Class A Shares on a 1-for-1 basis (a) at the holder's option or (b) upon the election of the holders of a majority of the then outstanding Class B Shares, all outstanding Class B Shares may be converted into a like number of Class A Shares.
2. Mr. Marciano Testa owns common shares of AGI Inc. through Testa Ventures, Yepidale International Ventures Limited, MT Capital Limited (vehicles wholly owned by Mr. Marciano Testa) and through AGI Partners Limited. Mr. Marciano Testa is the controlling shareholder of AGI Partners Limited and disclaims ownership of the Class A common shares and Class B common shares held by AGI Partners Limited except to the extent he has a pecuniary interest therein.
Remarks:
Exhibit List - Exhibit 24.1 - Power of Attorney
/s/ Nicholas Morelli Faleiros, attorney-in-fact for Marciano Testa03/31/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did AGI Inc (AGBK) disclose in Marciano Testa’s Form 3?

AGI Inc’s Form 3 shows that Chairman and CEO Marciano Testa has indirect holdings of Class B shares convertible into Class A shares on a 1-for-1 basis. These positions are reported as initial beneficial ownership, not new market purchases or sales.

How many Class A shares are linked to Testa’s largest indirect Class B position in AGBK?

The largest reported position links to 97,545,219 underlying Class A shares through MT Capital Limited

What other indirect Class B holdings did Marciano Testa report for AGI Inc?

In addition to the largest block, Testa reported Class B holdings linked to 3,684,139 underlying Class A shares through Testa Ventures, Yepidale International Ventures Limited and AGI Partners Limited, plus 1 underlying Class A share via AGI Partners Limited, all on a 1-for-1 conversion basis.

How are Marciano Testa’s AGI Inc holdings structured across entities?

The filing explains that Testa holds AGI Inc exposure through Testa Ventures, Yepidale International Ventures Limited, MT Capital Limited, and AGI Partners Limited. He is the controlling shareholder of AGI Partners Limited but disclaims ownership of its shares except for his pecuniary interest.

What does it mean that Testa disclaims ownership of some AGI Inc shares?

The Form 3 states that Marciano Testa disclaims ownership of AGI Partners Limited’s Class A and Class B shares except to the extent of his pecuniary interest. This clarifies that economic benefits, not full voting or investment control, determine how his beneficial ownership is measured.