AGNC (NASDAQ: AGNC) launches $2B at-the-market common share plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
AGNC Investment Corp. implemented a new at-the-market common stock issuance program, allowing it to offer and sell shares of common stock with an aggregate offering price of up to $2,000,000,000 from time to time through a syndicate of agents.
Sales may be made on the Nasdaq Global Select Market, other trading venues, over-the-counter, or via privately negotiated and block transactions, with each agent paid up to 1.0% of the gross sales price. The shares will be issued under AGNC’s automatic shelf registration statement on Form S-3ASR and a related prospectus supplement dated May 28, 2026. On the same date, Skadden, Arps, Slate, Meagher & Flom LLP delivered a legal opinion supporting the validity of the shares, which is filed as an exhibit.
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Insights
AGNC sets up a $2B at-the-market stock program, expanding its flexibility to raise equity over time.
AGNC Investment Corp. entered sales agreements with multiple banks and brokers to sell up to $2,000,000,000 of common stock through an at-the-market program. Shares can be placed gradually into the market using ordinary trading methods.
Each agent earns up to 1.0% of the gross sales price for stock it sells, and all issuances occur under AGNC’s automatic shelf registration and a new prospectus supplement dated May 28, 2026. A Skadden legal opinion is filed to cover the validity of these shares.
This structure gives AGNC ongoing access to equity capital, but actual issuance volume and timing will depend on management decisions and market conditions, as allowed under the agreements.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ATM program size: $2,000,000,000 aggregate offering price
Agent commission: up to 1.0% of gross sales price
Registration statement: Form S-3ASR, File No. 333-279249
+1 more
4 metrics
ATM program size
$2,000,000,000 aggregate offering price
Maximum common stock that may be sold under new program
Agent commission
up to 1.0% of gross sales price
Compensation per sales agreement for shares sold as agent
Registration statement
Form S-3ASR, File No. 333-279249
Automatic shelf registration used for issuing the shares
Prospectus supplement date
May 28, 2026
Date of prospectus supplement covering ATM shares
Key Terms
at the market, automatic shelf registration statement, prospectus supplement, best efforts basis, +1 more
5 terms
at the market financial
"implemented a new “at the market” common stock issuance program"
“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.
automatic shelf registration statement regulatory
"issued pursuant to the Company's automatic shelf registration statement on Form S-3ASR"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"including the prospectus, dated May 9, 2024, and the prospectus supplement, dated May 28, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
best efforts basis financial
"Each Agent will make all sales on a best efforts basis using commercially reasonable efforts"
Regulation S-K regulatory
"in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM 8-K
__________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2026
__________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(301 ) 968-9300
N/A
(Former name or former address, if changed since last report)
__________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||||||||||||
| Common Stock, par value $0.01 per share | AGNC | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCN | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCM | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCO | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | AGNCP | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock | AGNCL | The Nasdaq Global Select Market | ||||||||||||
| Depositary shares of 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock | AGNCZ | The Nasdaq Global Select Market | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging Growth Company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On May 28, 2026, AGNC Investment Corp. (the “Company”) implemented a new “at the market” common stock issuance program by entering into separate sales agreements (each, a “Sales Agreement” and collectively, the “Sales Agreements”) with each of Goldman Sachs & Co. LLC, Academy Securities, Inc., Barclays Capital Inc., BTIG, LLC, Citadel Securities Institutional LLC, Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Moelis & Company LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Virtu Americas LLC, and Wells Fargo Securities, LLC (each, an “Agent” and collectively, the “Agents”). Under the terms of the Sales Agreements, the Company may offer and sell shares of common stock, par value $0.01 per share, having an aggregate offering price of up to $2,000,000,000 (the “Shares”), from time to time to or through any of the Agents, acting as agent and/or principal.
Sales, if any, of Shares under the Sales Agreements may be made in ordinary brokers’ transactions, to or through a market maker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions (including block transactions), or through a combination of any such methods of sale. The Agents may also sell Shares by any other method permitted by law. Each Agent will make all sales on a best efforts basis using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between each Agent and the Company. The compensation payable to each Agent for sales of Shares pursuant to its Sales Agreement will be up to 1.0% of the gross sales price for any Shares sold through it as agent under the applicable Sales Agreement.
Shares sold under the Sales Agreements, if any, will be issued pursuant to the Company's automatic shelf registration statement on Form S-3ASR (File No. 333-279249), filed with the Securities and Exchange Commission on May 9, 2024 (the “Registration Statement”), including the prospectus, dated May 9, 2024, and the prospectus supplement, dated May 28, 2026, as the same may be amended or supplemented.
The offering of Shares pursuant to the Sales Agreements will terminate upon the earlier of (1) the sale of all the Shares or (2) the termination of the Sales Agreements by the Agents or the Company. The form of the Sales Agreements is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the Sales Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Sales Agreements filed herewith as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
On May 28, 2026, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the “Opinion”) to the Company in connection with the Company’s sale of the Shares from time to time to or through the Agents. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 1.1 | Form of Sales Agreement | ||||
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | ||||
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AGNC INVESTMENT CORP. | ||||||||
| Dated: May 28, 2026 | By: | /s/ Bernice Bell | ||||||
| Bernice E. Bell | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
FAQ
What did AGNC (AGNC) announce in this 8-K filing?
AGNC Investment Corp. implemented a new at-the-market common stock issuance program for up to $2,000,000,000 of shares. The stock can be sold over time through multiple agents under its existing automatic shelf registration statement and a new prospectus supplement.
How large is AGNC’s new at-the-market stock program?
The program permits AGNC to offer and sell common stock with an aggregate offering price of up to $2,000,000,000. Shares may be issued periodically, using ordinary brokers’ transactions, market-maker trades, over-the-counter sales, or privately negotiated transactions, depending on market conditions and company decisions.
Which firms are acting as agents for AGNC’s at-the-market program?
AGNC entered separate sales agreements with firms including Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, and others. Each firm may act as agent or principal when selling shares under the program.
What fees will AGNC pay under the new at-the-market sales agreements?
Under each sales agreement, AGNC will pay the applicable agent up to 1.0% of the gross sales price for any shares sold through it. This commission applies to sales made as agent under the program and reflects typical compensation for at-the-market equity offerings.
What legal opinion supports AGNC’s at-the-market stock issuance?
On May 28, 2026, Skadden, Arps, Slate, Meagher & Flom LLP delivered a legal opinion regarding the validity of the shares to be sold. This opinion is filed as Exhibit 5.1 and is automatically incorporated into the registration statement under Regulation S-K Item 601(b)(5).