What changed in this filing

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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-25 · 44 added, 26 removed, 158 unchanged (31% of the section changed)

15 unchanged sentences

Information in response to this Item is incorporated herein by reference to the information provided in our Proxy Statement for our 2021 Annual Meeting of Stockholders (the "2021 Proxy Statement") under the headings "PROPOSAL 1:

ELECTION OF DIRECTORS", "EXECUTIVE OFFICERS", "BOARD AND GOVERNANCE MATTERS", and "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE."

ELECTION OF DIRECTORS", "EXECUTIVE OFFICERS", and "BOARD AND GOVERNANCE MATTERS."

Executive Compensation

Information in response to this Item is incorporated herein by reference to the information provided in the 2021 Proxy Statement under the headings "PROPOSAL 1:

ELECTION OF DIRECTORS", "EXECUTIVE COMPENSATION", "COMPENSATION DISCUSSION AND ANALYSIS", "REPORT OF THE COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE", and "COMPENSATION AND CORPORATE GOVERNANCE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION."

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

15 unchanged sentences

*3.1 AGNC Investment Corp.

Amended and Restated Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 of Form 10-Q for the quarter ended March 31, 2018 (File No.

Amended and Restated Certificate of Incorporation, as amended, incorporated by reference from Exhibit 3.1 of Form 10-Q for the quarter ended March 31, 2020 (File No.

001-34057), filed May 11, 2020.

44 unchanged sentences

001-34057) filed February 11, 2020.

4.16 Description of the Registrant’s Securities, filed herewith.

†* 10.1 Fourth Amended and Restated Employment Agreement, dated January 25, 2019, by and between AGNC Mortgage Management, LLC and Gary Kain, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.

001-34057), filed January 25, 2019 .

†* 10.2 Fifth Amended and Restated Employment Agreement, dated December 10, 2020, by and between AGNC Mortgage Management, LLC and Gary Kain, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.

001-34057), filed December 10, 2020 .

†* 10.3 Third Amended and Restated Employment Agreement, dated November 1, 2016, by and between AGNC Mortgage Management, LLC and Peter J.

4 unchanged sentences

001-34057), filed November 4, 2016.

†* 10.5 Form of First Amendment to the Amended and Restated Employment Agreement, dated February 13, 2020, by and between AGNC Mortgage Management, LLC and each of Peter Federico and Christopher Kuehl, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.

001-34057), filed February 14, 2020.

†* 10.6 Second Amended and Restated Employment Agreement, dated December 10, 2020, by and between AGNC Mortgage Management, LLC and Peter Federico, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.

001-34057), filed December 10, 2020.

†* 10.7 Second Amended and Restated Employment Agreement, dated December 10, 2020, by and between AGNC Mortgage Management, LLC and Christopher Kuehl, incorporated herein by reference to Exhibit 10.3 of Form 8-K (File No.

001-34057), filed December 10, 2020.

†* 10.8 Employment Agreement, dated as of January 25, 2019, by and between Bernice Bell and AGNC Mortgage Management, LLC, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.

9 unchanged sentences

001-34057), filed January 25, 2019.

Form of First Amendment to the Amended and Restated Employment Agreement, dated February 13, 2020, by and between AGNC Mortgage Management, LLC and each of Peter J.

Federico and Christopher J.

Kuehl, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.

001-34057), filed February 14, 2020.

†* 10.12 Form of Amendment to the Amended and Restated Employment Agreement, dated February 13, 2020, by and between AGNC Mortgage Management, LLC and each of Bernice Bell, Aaron Pas and Kenneth Pollack, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.

001-34057), filed February 14, 2020.

†* 10.13 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Bernice Bell, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.

001-34057), filed January 22, 2021.

†* 10.14 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Aaron Pas, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.

001-34057), filed January 22, 2021.

† 10.15 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Kenneth Pollack, filed herewith .

†* 10.16 AGNC Investment Corp.

17 unchanged sentences

†* 10.22 Form of AGNC Investment Corp.

2016 Equity and Incentive Compensation Plan Deferred Stock Unit Agreement incorporated herein by reference to Exhibit 10 of Form 10-Q (File No.

2016 Equity and Incentive Compensation Plan Deferred Stock Unit Agreement incorporated herein by reference to Exhibit 10 of Form 10-Q for the quarter ended September 30, 2018 (File No.

001-34057), filed November 5, 2018.

8 unchanged sentences

001-34057), filed February 22, 2019.

†10.26 Form of AGNC Investment Corp.

2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Retirement Provisions, filed herewith.

†10.27 Form of AGNC Investment Corp.

2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Retirement Provisions, filed herewith.

†10.28 Form of AGNC Investment Corp.

2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, filed herewith.

†10.29 Form of AGNC Investment Corp.

2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, filed herewith.

*14 AGNC Investment Corp.

Code of Ethics and Conduct, adopted January 23, 2020, filed herewith.

Code of Ethics and Conduct, adopted January 23, 2020, incorporated her ein by reference to Exhibit 14 of Form 10-K (File No.

001-34057), filed February 25, 2020 .

21 Subsidiaries of the Company and jurisdiction of incorporation:

10 unchanged sentences

32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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3 unchanged sentences

See the exhibits filed herewith.

Additional financial statement schedules

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

4 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Director, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer)

February 25, 2020

Name Title Date

Director, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) February 26, 2021

/s/ B ERNICE E.

Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 25, 2020

Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 26, 2021

* Director February 26, 2021

/s/ K ENNETH L.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures