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Item 9A. Controls and Procedures

2026-02-23 compared with 2025-02-21 · 44 added, 17 removed, 183 unchanged (25% of the section changed)

13 unchanged sentences

Other Information

During the fiscal quarter ended December 31, 2024, 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).

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended December 31, 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 December 4, 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 193,234 shares of our common stock.

The trading arrangement will expire on June 30, 2026 or earlier if all transactions under the trading arrangement are completed.

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.

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 value of the REIT's total assets, effective for taxable years beginning after December 31, 2025.

Directors, Executive Officers and Corporate Governance

26 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-K for the year ended December 31, 2021 (File No.

001-34057), filed February 23, 2022.

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, 2025 (File No.

001-34057), filed May 2, 2025.

*3.2 AGNC Investment Corp.

9 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 10, 2025.

*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-K for the year ended December 31, 2021 (File No.

001-34057), filed February 23, 2022.

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, 2025 (File No.

001-34057), filed May 2, 2025.

*4.2 Instruments defining the rights of holders of securities:

10 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 Redeemable Preferred Stock Certificate.

incorporated 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.

23 unchanged sentences

001-34057) filed September 14, 2022.

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

*4.20 Deposit Agreement relating to 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, dated September 10, 2025, 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.

*4.21 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 10, 2025.

4.22 Description of Registrant's Securities, fi led here with.

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

6 unchanged sentences

001-34057), filed February 27, 2023.

†* 10.5 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.

†* 10.6 First Amendment to Second Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Christopher Kuehl, incorporated herein by reference to Exhibit 10.6 of Form 10-K (File No.

001-34057), filed February 27, 2023.

†* 10.5 Third Amended and Restated Employment Agreement, dated March 2 0, 202 5 , by and between AGNC Mortgage Management, LLC and Christopher Kuehl, incorporated herein by reference to Exhibit 10.

1 of Form 8-K (File No.

001-34057), filed March 2 0, 202 5 .

†* 10.6 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.

39 unchanged sentences

*14 AGNC Investment Corp.

Code of Ethics and Conduct, adopted July 18, 2024, incorporated herein by reference to Exhibit 14 of Form 10-Q (File No.

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

001-34057), filed August 1, 2025.

19 AGNC I nvestment Corp.

Policy on Insider Trading , ad opted July 18, 2024, filed herewith.

*19 AGNC Investment Corp.

Policy on Insider Trading, adopted July 18, 2024, incorporated herein by reference to Exhibit 19 of Form 10-K for the year ended December 31, 2024 (File No.

0 01- 34057), filed February 21, 2025 .

21 Subsidiaries of the Company and jurisdiction of incorporation:

9 unchanged sentences

Compensation Clawback Policy, incorporated herein by reference to Exhibit 97.1 of Form 10-K (File No.

001-3 4057), filed Februrary 22, 2024 .

001-34057), filed February 22, 2024.

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/s/ P ETER J.

President and

Chief Executive Officer (Principal Executive Officer)

President, Chief Executive Officer and

Chief Investment Officer, (Principal Executive Officer)

February 23, 2026

2 unchanged sentences

/s/ P ETER J.

Director, President and Chief Executive Officer (Principal Executive Officer) February 21, 2025

Director, President, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) February 23, 2026

/s/ B ERNICE E.

8 unchanged sentences

* Director February 23, 2026

/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