What changed in this filing

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Item 5. Other Information

2025-10-31 compared with 2025-08-01 · 39 added, 14 removed, 74 unchanged (42% of the section changed)

Other Information

During the fiscal quarter ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation S-K, Item 408), except as follows:

On May 15, 2025 , Peter Federico , our President, Chief Executive Officer, Chief Investment Officer, and director , adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) providing for the sale of up to 137,393 shares of our common stock.

The trading arrangement will expire on November 26, 2025 or earlier if all transactions under the trading arrangement are completed.

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Regulation S-K, Item 408).

Supplement to U.S.

Federal Income Tax Considerations

The following summary of certain U.S.

federal income tax considerations supplements the discussion set forth under the heading “U.S.

Federal Income Tax Considerations” in the shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on May 9, 2024, including the base prospectus dated as of May 9, 2024 (the “Prospectus”), as amended by the prospectus supplement to the Prospectus dated as of April 24, 2025, and under the headings “Regulatory Requirements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, and is subject to the qualifications set forth therein.

Capitalized terms used but not defined herein have the meanings set forth in the Prospectus.

The following summary is for general information only and is not tax advice.

This discussion does not purport to deal with all aspects of taxation that may be relevant to our shareholders in light of their personal investment or tax circumstances.

New legislation has been recently enacted that modifies certain disclosures in “U.S.

Federal Income Tax Considerations” of the Prospectus.

Please see below for a brief description of these modifications.

• As described in the Prospectus, stockholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including capital gain dividends or dividends eligible for the reduced rates applicable to “qualified dividend income”), subject to certain limitations.

Although originally scheduled to expire for taxable years beginning on or after January 1, 2026, the new legislation makes this 20% deduction permanent.

• The limitation on a REIT’s ownership of TRS securities has been increased from 20% to 25% of the REIT’s total assets, effective for taxable years beginning after December 31, 2025.

Exhibits and Financial Statement Schedules

14 unchanged sentences

*3.9 Certificate of Designations of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.7 of Form 8-A (File No 001-34057), filed September 14, 2022.

* 3.10 Certificate of Designations of 8 .75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.

8 of Form 8-A (File No 001-34057), filed September 1 0 , 20 25.

*4.1 Instruments defining the rights of holders of securities:

13 unchanged sentences

*4.8 Specimen 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No 001-34057), filed September 14, 2022.

*4.9 Specimen 8.75% Series H Fixed-Rate Cumulative R e deemable Preferred Stock Certificate .

incorp orated herein by reference to Exhibit 4.1 of Form 8-A (File No 001-34057), filed September 10, 2025.

10 Deposit Agreement relating to 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated August 22, 2017, among AGNC Investment Corp., Computershare Inc.

1 unchanged sentence

001-34057) filed August 22, 2017.

*4.10 Form of Depositary Receipt representing 1/1,000th of a share of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.9), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

*4.1 1 Form of Depositary Receipt representing 1/1,000th of a share of 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.

10 ), in corporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

001-34057) filed August 22, 2017.

*4.1 2 Deposit Agreement relating to 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated March 6, 2019, among AGNC Investment Corp., Computershare Inc.

and Computershare Trust

Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No.

and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No.

001-34057) filed March 6, 2019.

*4.12 Form of Depositary Receipt representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.11), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

*4.1 3 Form of Depositary Receipt representing 1/1,000th of a share of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.1 2 ), inc orporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

001-34057) filed March 6, 2019 .

2 unchanged sentences

001-34057) filed October 3, 2019.

*4.14 Form of Depositary Receipt representing 1/1,000th of a share of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.13), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

*4.1 5 Form of Depositary Receipt representing 1/1,000th of a share of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4 .1 4 ), in corporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

001-34057) filed October 3, 2019 .

2 unchanged sentences

001-34057) filed February 11, 2020.

*4.16 Form of Depositary Receipt representing 1/1,000th of a share of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.15), incorporated herein by reference to Exhibit A of Exhibit 4.1 of Form 8-K (File No.

*4.1 7 Form of Depositary Receipt representing 1/1,000th of a share of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4 .1 6 ), in corporated herein by reference to Exhibit A of Exhibit 4.1 of Form 8-K (File No.

001-34057) filed February 11, 2020.

2 unchanged sentences

001-34057) filed September 14, 2022.

*4.18 Form of Depositary Receipt representing 1/1,000th of a share of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.17), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

*4.1 9 Form of Depositary Receipt representing 1/1,000th of a share of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.1 8 ), in corporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

001-34057) filed September 14, 2022.

14 AGNC I nv estment Corp.

Code of Ethics and Conduct, adopted July 17, 2025, filed herewith.

20 Deposit Agreement relating to 8 .75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, dated September 1 0 , 202 5 , among AGNC Investment Corp., Computershare Inc.

and Computershare Trust

Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of Form 8-K (File No.

001-34057) filed September 10, 2025 .

21 Form of Depositary Receipt representing 1/1,000th of a share of 8 .75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock (included as part of Exhibit 4.

20 ), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No.

001-34057) filed September 1 0 , 202 5 .

*14 AGNC Investment Corp.

Code of Ethics and Conduct, adopted July 17, 2025, incorporated herein by reference to Exhibit 14 of F o rm 10- Q for the quarter ended Ju ne 30, 2025 (File No.

001-34057) , filed August 1, 2025 .

31.1 Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

18 unchanged sentences

Chief Investment Officer, (Principal Executive Officer)

August 1, 2025

October 31, 2025

/s/ B ERNICE E.

1 unchanged sentence

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

August 1, 2025

October 31, 2025

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-Q

Item 5. Other Information