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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-26 · 34 added, 46 removed, 156 unchanged (34% of the section changed)

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the "Exchange Act") reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" as promulgated under the Exchange Act and the rules and regulations thereunder.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of "disclosure controls and procedures" as promulgated under the Exchange Act and the rules and regulations thereunder.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

12 unchanged sentences

Information in response to this Item is incorporated herein by reference to the information provided in our Proxy Statement for our 2022 Annual Meeting of Stockholders (the "2022 Proxy Statement") under the headings "PROPOSAL 1:

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

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

Executive Compensation

18 unchanged sentences

3.1 AGNC Investment Corp.

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.

Amended and Restated Certificate of Incorporation, as amended, filed herewith .

*3.2 AGNC Investment Corp.

Third Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.2 of Form 10-Q for the quarter ended September 30, 2016 (File No.

001-34057), filed November 7, 2016.

Fourth Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No.

001-34057), filed March 11, 2021.

*3.3 Certificate of Designations of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.5 of Form 8-A (File No.

6 unchanged sentences

4.1 Instruments defining the rights of holders of securities:

See Article IV of our 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.

001-34057) filed May 7, 2018.

See Article IV of our Amended and Restated Certificate of Incorporation, as amended (included in Exhibit 3.1).

4.2 Instruments defining the rights of holders of securities:

See Article VI of our Third Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.2 of Form 10-Q for the quarter ended September 30, 2016 (File No.

001-34057) filed November 7, 2016.

See Article VI of our Fourth Amended and Restated Bylaws, as amended (included in Exhibit 3.1).

*4.3 Form of Certificate for Common Stock, incorporated herein by reference to Exhibit 4.3 of Form 10-Q for the quarter ended September 30, 2016 (File No.

28 unchanged sentences

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 .

†* 10.1 Form of Indemnification Agreement, incorporated herein by reference to Exhibit 10.1 of Form 8-K (File No.

001-34057) filed October 25, 2021.

†* 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.

Federico, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.

001-34057), filed November 4, 2016.

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

Kuehl, incorporated herein by reference to Exhibit 10.3 of Form 8-K (File No.

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.

†* 10.3 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.

2 unchanged sentences

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.

001-34057), filed January 25, 2019.

†* 10.9 Employment Agreement, dated as of January 25, 2019, by and between Aaron J.

Pas and AGNC Mortgage Management, LLC, incorporated herein by reference to Exhibit 10.3 of Form 8-K (File No.

001-34057), filed January 25, 2019.

†* 10.10 Employment Agreement, dated December 18, 2017, by and between Kenneth L.

Pollack and AGNC Mortgage Management, LLC, incorporated herein by reference to Exhibit 10.3 of Form 8-K (File No.

001-34057), filed December 18, 2017.

†* 10.11 First Amendment to Employment Agreement by and between Kenneth L.

Pollack and AGNC Mortgage Management, LLC, incorporated herein by reference to Exhibit 10.4 of Form 8-K (File No.

001-34057), filed January 25, 2019.

†* 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.

†* 10.5 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.

6 First Amendment to Amended and Restated Employment Agreement dated January 21, 2022 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 21, 2022 .

†* 10.7 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.

2016 Equity and Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.7 of Form 10-K (File No.

† 10.8 First Amendment to Amended and Restated Employment Agreement dated January 21, 2022 between AGNC Mortgage Management, LLC and Aaron Pas, filed herewith.

†* 10.9 Amended and Restated Employment Agreement, dated January 22, 2021, by and between AGNC Mortgage Management, LLC and Kenneth Pollack, incorporated herein by reference to Exhibit 10.15 of Form 10-K (File No.

001-34057), filed February 26, 2021.

10 First Amendment to Amended and Restated Employment Agreement dated January 21, 2022 between AGNC Mortgage Management, LLC and Kenneth Pollack, incorporated herein by reference to Exhibit 10.2 of Form 8-K (File No.

001-34057), filed January 21, 2022 .

1 1 Amended and Restated AGNC Investment Corp.

2016 Equity and Incentive Compensation Plan, filed herewith.

†* 10.12 Form of AGNC Investment Corp.

26 unchanged sentences

†* 10.21 Form of AGNC Investment Corp.

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

2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Retirement Provisions, incorporated herein by reference to Exhibit 10.26 of Form 10-K (File No.

001-34057), filed February 26, 2021.

†* 10.22 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.

2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Retirement Provisions, incorporated herein by reference to Exhibit 10.27 of Form 10-K (File No.

001-34057), filed February 26, 2021.

†* 10.23 Form of AGNC Investment Corp.

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

2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, incorporated herein by reference to Exhibit 10.28 of Form 10-K (File No.

001-34057), filed February 26, 2021.

†* 10.24 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.

2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Employment Contracts, incorporated herein by reference to Exhibit 10.29 of Form 10-K (File No.

001-34057), filed February 26, 2021

*14 AGNC Investment Corp.

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

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

001-34057), filed February 25, 2020.

5 unchanged sentences

4) AGNC Mortgage Management, LLC, a Delaware limited liability company

5) CT Collateral Funding, LLC, a Delaware limited liability company

23 Consent of Ernst & Young LLP, filed herewith.

17 unchanged sentences

AGNC I NVESTMENT C ORP .

Chief Executive Officer and

Chief Investment Officer (Principal Executive Officer)

/s/ P ETER J.

President and

Chief Executive Officer (Principal Executive Officer)

February 23, 2022

1 unchanged sentence

Name Title Date

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

/s/ P ETER J.

Director, President and Chief Executive Officer (Principal Executive Officer) February 23, 2022

/s/ B ERNICE E.

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

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 23, 2022

Director, Executive Chair February 23, 2022

* Director February 23, 2022

4 unchanged sentences

* Director February 23, 2022

/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