AGNC Investment (NASDAQ: AGNCN) sells 8.75% Series H preferred shares

Rhea-AI Filing Summary

AGNC Investment Corp. entered into an underwriting agreement on September 3, 2025 to sell 12,000,000 depositary shares, each representing a 1/1,000th interest in its 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock. The company also granted the underwriters a 30-day option to purchase up to an additional 1,800,000 depositary shares, which the underwriters exercised on September 5, 2025. The offering is expected to close on September 10, 2025, subject to customary closing conditions, and is being conducted under an effective shelf registration statement and related prospectus supplement.

Insights

Credit & Capital Structure Analyst

AGNC adds new 8.75% preferred layer via underwritten offering.

AGNC Investment Corp. is issuing depositary shares tied to a new 8.75% Series H cumulative redeemable preferred stock. The base deal covers 12,000,000 depositary shares, each equal to a 1/1,000th interest in a preferred share, with underwriters exercising their option for an additional 1,800,000 depositary shares on September 5, 2025. This expands the company’s stack of exchange-listed preferred securities alongside its existing Series C–G issues.

The transaction is fully underwritten by a large bank syndicate under an existing automatic shelf registration on Form S-3ASR, using a prospectus supplement dated September 3, 2025. As a cumulative preferred with an 8.75% fixed rate, this security adds a higher-cost layer of capital that precedes common equity in the payout hierarchy. Actual economic impact will depend on offering proceeds and how the capital is deployed, which are not detailed in this excerpt.

The offering is expected to close on September 10, 2025, subject to customary closing conditions. Subsequent company disclosures may provide more detail on net proceeds, redemption features, and how this preferred issuance fits into AGNC’s broader funding and leverage profile.

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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): September 5, 2025

__________________________________________________

AGNC INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

__________________________________________________

Delaware			001-34057			26-1701984
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

7373 Wisconsin Avenue, 22nd Floor

Bethesda, Maryland 20814

(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))

Securities registered pursuant to Section 12(b) of the Act:

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

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 September 3, 2025, AGNC Investment Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to (i) the sale by the Company to the Underwriters of 12,000,000 depositary shares, each representing 1/1,000th of a share of the Company’s 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, and (ii) the grant by the Company to the Underwriters of an option for 30 days to purchase up to an additional 1,800,000 depositary shares (collectively, the “Depositary Shares”). On September 5, 2025, the Underwriters exercised their option to purchase an additional 1,800,000 Depositary Shares. The offering is expected to close on September 10, 2025, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for losses and damages arising out of or in connection with the sale of the Depositary Shares. The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement filed as Exhibit 1.1 hereto and incorporated herein by reference. The offering is being conducted pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-279249). The offering is being made pursuant to the prospectus supplement, dated September 3, 2025, and the accompanying prospectus, dated May 9, 2024, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.

(d) Exhibits.

Exhibit No.			Description
1.1			Underwriting Agreement, dated September 3, 2025 by and among AGNC Investment Corp., Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities, LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters listed on Schedule I attached thereto.
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: September 5, 2025			By:			/s/ Kenneth Pollack
						Kenneth L. Pollack
						Executive Vice President, Chief Compliance Officer, General Counsel and Secretary

FAQ

What did AGNCN (AGNC Investment Corp.) announce in this 8-K?

AGNC Investment Corp. reported it entered into an underwriting agreement to sell 12,000,000 depositary shares tied to its 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock and granted underwriters an option for up to 1,800,000 additional depositary shares, which was exercised on September 5, 2025.

What type of security is AGNC Investment Corp. offering in the Series H deal?

The company is offering depositary shares, each representing a 1/1,000th interest in a share of its 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share.

How many Series H depositary shares are involved in AGNCNs offering?

The agreement covers the sale of 12,000,000 depositary shares, plus an underwriters option for up to 1,800,000 additional depositary shares, and the underwriters exercised this option on September 5, 2025.

When is AGNC Investment Corp.s Series H preferred offering expected to close?

The offering of the Series H depositary shares is expected to close on September 10, 2025, subject to the satisfaction of customary closing conditions.

Under what registration statement is AGNCN conducting the Series H preferred offering?

The offering is being conducted pursuant to AGNC Investment Corp.s automatic shelf Registration Statement on Form S-3ASR (File No. 333-279249), using a prospectus supplement dated September 3, 2025 and an accompanying prospectus dated May 9, 2024.

Who are the underwriters for AGNC Investment Corp.s Series H preferred stock offering?

The underwriters are led by Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters.