AGNC Investment Corp. Sample Contracts

AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 9,000,000 Depositary Shares Each Representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (March 1st, 2019)
AGNC Investment Corp. – AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE- BASED RESTRICTED STOCK UNIT AGREEMENT (February 22nd, 2019)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [________] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [________] (“Grantee”).

AGNC Investment Corp. – AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT (February 22nd, 2019)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [________] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [________] (“Grantee”).

AGNC Investment Corp. – AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN PERFORMANCE- BASED RESTRICTED STOCK UNIT AGREEMENT (February 22nd, 2019)

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [________] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [________] (“Grantee”).

AGNC Investment Corp. – AGNC INVESTMENT CORP. ANNOUNCES FOURTH QUARTER 2018 FINANCIAL RESULTS (January 30th, 2019)

Bethesda, MD - January 30, 2019 - AGNC Investment Corp. (“AGNC” or the “Company”) (Nasdaq: AGNC) today announced financial results for the quarter ended December 31, 2018.

AGNC Investment Corp. – EMPLOYMENT AGREEMENT (January 25th, 2019)

This Employment Agreement (“Agreement”) is entered into on January 25, 2019 with an effective date of January 1, 2019 (the “Effective Date”) between AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), and Bernice Bell (the “Executive”), and supersedes and replaces in its entirety all prior employment and compensation arrangements between the Company and the Executive.

AGNC Investment Corp. – EMPLOYMENT AGREEMENT (January 25th, 2019)

This Employment Agreement (“Agreement”) is entered into on January 25, 2019 with an effective date of January 1, 2019 (the “Effective Date”) between AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), and Aaron Pas (the “Executive”), and supersedes and replaces in its entirety all prior employment and compensation arrangements between the Company and the Executive.

AGNC Investment Corp. – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (January 25th, 2019)

This First Amendment (“Amendment”) to the Employment Agreement dated December 18, 2017 (the “Agreement”) between Kenneth Pollack (the “Executive”) and AGNC Mortgage Management, LLC (the “Company”), is entered into as of January 25, 2019 (the “Effective Date”).

AGNC Investment Corp. – FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (January 25th, 2019)

This FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 25, 2019 (the “Effective Date”) between AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), and Gary Kain (the “Executive”) and supersedes and replaces in its entirety that certain Third Amended and Restated Employment Agreement, entered into between the Company and the Executive, dated as of November 1, 2016 (the “Prior Agreement”).

AGNC Investment Corp. – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (November 19th, 2018)
AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 40,000,000 Shares of Common Stock Dated: November 14, 2018 (November 19th, 2018)
AGNC Investment Corp. – AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN DEFERRED STOCK UNIT AGREEMENT (November 5th, 2018)

This DEFERRED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [____________ __], 2018 (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [_______________] (“Grantee”).

AGNC Investment Corp. – AGNC INVESTMENT CORP. ANNOUNCES THIRD QUARTER 2018 FINANCIAL RESULTS (October 24th, 2018)

Bethesda, MD - October 24, 2018 - AGNC Investment Corp. (“AGNC” or the “Company”) (Nasdaq: AGNC) today announced financial results for the quarter ended September 30, 2018.

AGNC Investment Corp. – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (August 3rd, 2018)
AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 38,000,000 Shares of Common Stock Dated: July 31, 2018 (August 3rd, 2018)
AGNC Investment Corp. – AGNC INVESTMENT CORP. ANNOUNCES SECOND QUARTER 2018 FINANCIAL RESULTS (July 25th, 2018)

Bethesda, MD - July 25, 2018 - AGNC Investment Corp. (“AGNC” or the “Company”) (Nasdaq: AGNC) today announced financial results for the quarter ended June 30, 2018.

AGNC Investment Corp. – ($0.01 PAR VALUE PER SHARE) SALES AGREEMENT (June 14th, 2018)

The Company has also entered into separate sales agreements (the “Alternative Sales Agreements”), dated as of even date herewith, with each of [Ÿ], [Ÿ], [Ÿ], and [Ÿ].

AGNC Investment Corp. – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (June 14th, 2018)
AGNC Investment Corp. – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (May 29th, 2018)
AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 30,000,000 Shares of Common Stock Dated: May 23, 2018 (May 29th, 2018)
AGNC Investment Corp. – AGNC INVESTMENT CORP. ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS (April 25th, 2018)

Bethesda, MD - April 25, 2018 - AGNC Investment Corp. (“AGNC” or the “Company”) (Nasdaq: AGNC) today announced financial results for the quarter ended March 31, 2018.

AGNC Investment Corp. – AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT (February 26th, 2018)

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [__], 20[ ] (the “Date of Grant”), by and between AGNC Investment Corp., a Delaware corporation (the “Company”), and [______] (“Grantee”).

AGNC Investment Corp. – AGNC INVESTMENT CORP. ANNOUNCES FOURTH QUARTER 2017 FINANCIAL RESULTS (January 31st, 2018)

Bethesda, MD - January 31, 2018 - AGNC Investment Corp. (“AGNC” or the “Company”) (Nasdaq: AGNC) today announced financial results for the quarter ended December 31, 2017.

AGNC Investment Corp. – EMPLOYMENT AGREEMENT (December 18th, 2017)

This Employment Agreement (“Agreement”) is entered into on December 18, 2017 with an effective date of January 1, 2018 (the “Effective Date”) between AGNC Mortgage Management, LLC (formerly known as American Capital Mortgage Management, LLC), a Delaware limited liability company (the “Company”), and Kenneth Pollack (the “Executive”) and supersedes and replaces in its entirety all prior employment and compensation arrangements between the Company and the Executive.

AGNC Investment Corp. – July 1, 2016 (December 18th, 2017)

In connection with the Purchase and Sale Agreement, dated as of May 23, 2016, by and among American Capital Asset Management, LLC, American Capital Mortgage Management, LLC (the “Company”), American Capital, Ltd. and American Capital Agency Corp., the Company has approved the payment of two retention bonuses to you. This letter agreement sets forth the terms and conditions of these two retention bonuses, including the requirements that you must meet in order to receive each of them.

AGNC Investment Corp. – December 18, 2017 Bernice Bell c/o AGNC Mortgage Management, LLC VIA ELECTRONIC MAIL Dear Bernie: (December 18th, 2017)

I am pleased to notify you regarding some changes to the terms and conditions of your employment. This letter amends the terms of your employment agreement dated December 1, 2015 and revised July 1, 2016 (collectively, the “Original Letter”) and will expire if not accepted in writing prior to the close of business on December 27, 2017. Effective March 31, 2018, your title will be Senior Vice President and Chief Financial Officer of AGNC Investment Corp. and you will continue reporting to Peter Federico. Your title at AGNC Mortgage Management, LLC (the “Company”) will continue to be Senior Vice President and Chief Financial Officer.

AGNC Investment Corp. – CERTIFICATE OF ELIMINATION OF 8.000% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK OF AGNC INVESTMENT CORP. (October 26th, 2017)

AGNC Investment Corp., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, hereby certifies as follows:

AGNC Investment Corp. – AGNC INVESTMENT CORP. ANNOUNCES THIRD QUARTER 2017 FINANCIAL RESULTS (October 25th, 2017)

Bethesda, MD - October 25, 2017 - AGNC Investment Corp. (“AGNC” or the “Company”) (Nasdaq: AGNC) today announced financial results for the quarter ended September 30, 2017.

AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 24,500,000 Shares of Common Stock Dated: September 12, 2017 (September 15th, 2017)
AGNC Investment Corp. – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (September 15th, 2017)
AGNC Investment Corp. –  AGNC is an internally-managed mortgage real estate investment trust (“REIT”)  As a REIT, AGNC is generally not subject to U.S. federal or state corporate taxes to the extent that AGNC makes distributions of annual taxable net income to its stockholders on a timely basis Structure AGNC Investment Corp. is an internally-managed real estate investment trust that invests predominantly in Agency residential mortgage-backed securities 3 AGNC At a Glance 1. As of August 31, 2017. Note: Information as of June 30, 2017 unless otherwise noted. May 2008IPO Date Bethesda, MDHeadquarters Nasdaq: AGNCExc (September 12th, 2017)
AGNC Investment Corp. – DEPOSIT AGREEMENT Dated August 22, 2017 (August 22nd, 2017)

DEPOSIT AGREEMENT, dated August 22, 2017 among AGNC INVESTMENT CORP., a Delaware corporation, COMPUTERSHARE INC., a Delaware Corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as hereinafter defined), and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.

AGNC Investment Corp. – [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] (August 22nd, 2017)
AGNC Investment Corp. – UNDERWRITING AGREEMENT AGNC INVESTMENT CORP. (a Delaware corporation) 12,000,000 Depositary Shares Each Representing 1/1,000th of a share of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) (August 18th, 2017)
AGNC Investment Corp. – AGNC INVESTMENT CORP. THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRE (August 18th, 2017)