AGNC Investment Corp. 10-K

Item 9A. Controls and Procedures 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. We, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. Management's Report on Internal Control over Financial Reporting Management Report on Internal Control over Financial Reporting is included in "Item 8. Financial Statements and Supplementary Data." Attestation Report of Registered Public Accounting Firm The attestation report of our registered public accounting firm is included in "Item 8. Financial Statements and Supplementary Data." Changes in Internal Control over Financial Reporting There have been no changes in our "internal control over financial reporting" (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information 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. The 80 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. PART III. Item 10. Directors, Executive Officers and Corporate Governance Information in response to this Item is incorporated herein by reference to the information provided in our Proxy Statement for our 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement") under the headings "PROPOSAL 1: ELECTION OF DIRECTORS", "EXECUTIVE OFFICERS OF REGISTRANT", and "BOARD AND GOVERNANCE MATTERS." Insider Trading Policy The Company has adopted the AGNC Investment Corp. Policy on Insider Trading that applies to our directors, officers, employees, independent contractors, and certain of their respective family members. We believe the policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our policy is filed as Exhibit 19 to this Annual Report on Form 10-K. Item 11. Executive Compensation Information in response to this Item is incorporated herein by reference to the information provided in the 2026 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 COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION." Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information in response to this Item is incorporated herein by reference to the information provided in the 2026 Proxy Statement under the heading "SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS." Item 13. Certain Relationships and Related Transactions, and Director Independence Information in response to this Item is incorporated herein by reference to the information provided in the 2026 Proxy Statement under the headings "CERTAIN TRANSACTIONS WITH RELATED PERSONS" and "PROPOSAL 1: ELECTION OF DIRECTORS." Item 14. Principal Accounting Fees and Services Information in response to this Item is incorporated herein by reference to the information provided in the 2026 Proxy Statement under the heading "PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT." 81 PART IV. Item 15. Exhibits and Financial Statement Schedules (a) List of documents filed as part of this report: (1) The following financial statements are filed herewith: Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Comprehensive Income for fiscal years 2025, 2024 and 2023 Consolidated Statements of Stockholders' Equity for fiscal years 2025, 2024 and 2023 Consolidated Statements of Cash Flows for fiscal years 2025, 2024 and 2023 (2) The following exhibits are filed herewith or incorporated herein by reference Exhibit No. Description *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, 2025 (File No. 001-34057), filed May 2, 2025. *3.2 AGNC Investment Corp. Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No. 001-34057), filed July 21, 2023. *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. 001-34057), filed August 18, 2017. *3.4 Certificate of Elimination of 8.000% Series A Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No 001-34057), filed October 26, 2017. *3.5 Certificate of Designations of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.5 of Form 8-A (File No 001-34057), filed March 6, 2019. *3.6 Certificate of Designations of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.6 of Form 8-A (File No 001-34057), filed October 3, 2019. *3.7 Certificate of Elimination of 7.750% Series B Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.1 of Form 8-K (File No 001-34057), filed December 13, 2019. *3.8 Certificate of Designations of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated herein by reference to Exhibit 3.6 of Form 8-A (File No 001-34057), filed February 11, 2020. *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-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: See Article VI of our Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.1 of Form 8-K, filed July 21, 2023. *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, 2022 (File No. 001-34057), filed November 7, 2022. *4.4 Specimen 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No. 001-34057), filed August 18, 2017. 82 *4.5 Specimen 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No. 001-34057), filed March 6, 2019. *4.6 Specimen 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No. 001-34057), filed October 3, 2019. *4.7 Specimen 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated herein by reference to Exhibit 4.1 of Form 8-A (File No 001-34057), filed February 11, 2020. *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. *4. 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. 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 August 22, 2017. *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), incorporated 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. 001-34057) filed March 6, 2019. *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 4.12), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057) filed March 6, 2019 . *4.1 4 Deposit Agreement relating to 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated October 3, 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. 001-34057) filed October 3, 2019. *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 4.14), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057) filed October 3, 2019 . *4.1 6 Deposit Agreement relating to 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, dated February 11, 2020, among AGNC Investment Corp., Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.1 of Form 8-K (File No. 001-34057) filed February 11, 2020. *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 4.16), incorporated herein by reference to Exhibit A of Exhibit 4.1 of Form 8-K (File No. 001-34057) filed February 11, 2020. *4.1 8 Deposit Agreement relating to 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock, dated September 14, 2022, 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 14, 2022. *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 4.18), incorporated herein by reference to Exhibit A of Exhibit 4.2 of Form 8-K (File No. 001-34057) filed September 14, 2022. *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 83 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. 001-34057) filed October 25, 2021. †* 10.2 Sixth Amended and Restated Employment Agreement dated July18, 2024, 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 July 19, 2024. †* 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. 001-34057), filed December 10, 2020. †* 10.4 First Amendment to Second Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Peter Federico, incorporated herein by reference to Exhibit 10.4 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. 001-34057), filed January 22, 2021. †* 10.7 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. †* 10.8 Second Amendment to Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Bernice Bell, incorporated by reference to Exhibit 10.3 of Form 8-K (File No. 001-34057), filed February 3, 2023. †* 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. †* 10.10 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. †* 10.11 Second Amendment to Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Kenneth Pollack, incorporated by reference to Exhibit 10.4 of Form 8-K (File No. 001-34057), filed February 3, 2023. †* 10.12 Amended and Restated Employment Agreement dated January 31, 2023 between AGNC Mortgage Management, LLC and Sean Reid, incorporated by reference to Exhibit 10 of Form 10-Q (File No. 001-34057), filed May 7, 2024. †* 10.13 Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.11 of Form 10-K (File No, 001-34057), filed February 23, 2022 . †* 10.14 Form of AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.14 of Form 10-K (File No. 001-34057), filed February 26, 2018. 84 †* 10.15 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 for the quarter ended September 30, 2018 (File No. 001-34057), filed November 5, 2018. †* 10.16 Form of AGNC Investment Corp. 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. †* 10.17 Form of AGNC Investment Corp. 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. †* 10.18 Form of AGNC Investment Corp. 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. †* 10.19 Form of AGNC Investment Corp. 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. †* 10.20 Form of AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan Restricted Stock Unit Agreement for Section 16 Officers with Retirement Plan Language, incorporated herein by reference to Exhibit 10.20 of Form 10-K (File No. 001-34057), filed February 22, 2024. †* 10.21 Form of AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan Performance-Based Restricted Stock Unit Agreement for Section 16 Officers with Retirement Plan Language, incorporated herein by reference to Exhibit 10.21 of Form 10-K (File No. 001-34057), filed February 22, 2024 . *14 AGNC Investment Corp. 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 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: 1) AGNC TRS, LLC, a Delaware limited liability company 2) Bethesda Securities, LLC, a Delaware limited liability company 3) AGNC Mortgage Management, LLC, a Delaware limited liability company 23 Consent of Ernst & Young LLP, filed herewith. 24 Powers of Attorney of directors, filed herewith. 31.1 Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 31.2 Certification of CFO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *97 AGNC Investment Corp. Compensation Clawback Policy, incorporated herein by reference to Exhibit 97.1 of Form 10-K (File No. 001-34057), filed February 22, 2024. 101.INS** The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document 101.SCH** XBRL Taxonomy Extension Schema Document 101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document 85 101.LAB** XBRL Taxonomy Extension Labels Linkbase Document 101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF** XBRL Taxonomy Extension Definition Linkbase Document ________________________________ * Previously filed ** This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K † Management contract or compensatory plan or arrangement (b) Exhibits See the exhibits filed herewith. (c) Additional financial statement schedules None. 86 SIGNATURES 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. AGNC I NVESTMENT C ORP . By: /s/ P ETER J. F EDERICO Peter J. Federico President, Chief Executive Officer and Chief Investment Officer, (Principal Executive Officer) Date: February 23, 2026 87 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. Name Title Date /s/ P ETER J. F EDERICO Director, President, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) February 23, 2026 Peter J. Federico /s/ B ERNICE E. B ELL Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 23, 2026 Bernice E. Bell /s/ G ARY D. K AIN Director, Executive Chair February 23, 2026 Gary D. Kain * Director February 23, 2026 Donna J. Blank * Director February 23, 2026 Morris A. Davis * Director February 23, 2026 John D. Fisk * Director February 23, 2026 Christine L. Hurtsellers * Director February 23, 2026 Andrew A. Johnson, Jr. * Director February 23, 2026 Prue B. Larocca * Director February 23, 2026 Paul E. Mullings * Director February 23, 2026 Frances R. Spark *By: /s/ K ENNETH L. P OLLACK Kenneth L. Pollack Attorney-in-fact 88