FULLTEXT DEL 3 AV 3
10-K – 2026-02-23 – agnc-20251231.htm
December 31, 2025 December 31, 2024
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets:
Agency securities
$ — $ 81,003 $ — $ — $ 65,367 $ —
Agency securities transferred to consolidated VIEs
— 85 — — 97 —
Credit risk transfer securities
— 606 — — 633 —
Non-Agency securities
— 25 — — 251 —
U.S. Treasury securities
13,477 — — 1,575 — —
Interest rate swaps 1
— 57 — — 22 —
Swaptions
— 24 — — 39 —
TBA securities — 77 — — 61 —
SOFR Futures — — — — — —
U.S. Treasury futures
11 — — 83 — —
Total $ 13,488 $ 81,877 $ — $ 1,658 $ 66,470 $ —
Liabilities:
Debt of consolidated VIEs $ — $ 56 $ — $ — $ 64 $ —
Obligation to return U.S. Treasury securities borrowed under reverse repurchase agreements 16,452 — — 16,676 — —
Interest rate swaps 1
— — — — — —
TBA securities — 6 — — 87 —
SOFR Futures — — — 7 — —
Total $ 16,452 $ 62 $ — $ 16,683 $ 151 $ —
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1. As of December 31, 2025 and 2024, the net fair value of our interest rate swaps excluding the recognition of variation margin settlements as a direct reduction of carrying value was a net asset (liability) of $ 1.3 billion and $ 2.3 billion, respectively, based on "Level 2" inputs.
Excluded from the table above are financial instruments reported at cost and other mortgage credit investments reported under the equity method of accounting in our consolidated financial statements. As of December 31, 2025 and 2024, the fair value of our repurchase agreements approximated cost, given their short-term nature (less than one year) and the rates on our outstanding repurchase agreements largely corresponded to prevailing rates observed in the repo market. The fair value of cash and cash equivalents, restricted cash, receivables and other payables were determined to approximate cost as of such dates due to their short duration. We estimate the fair value of these instruments carried at cost using "Level 1" or "Level 2" inputs. As of December 31, 2025 and 2024, the carrying value of other mortgage credit investments reported under the equity method of accounting was $ 70 million and $ 64 million, respectively.
Note 8. Net Income (Loss) Per Common Share
Basic net income (loss) per common share is computed by dividing (i) net income (loss) available (attributable) to common stockholders by (ii) the sum of our weighted-average number of common shares outstanding and the weighted-average number of vested but not yet issued time- and performance-based restricted stock units ("RSUs") that were outstanding during the period, which were granted under our long-term incentive program to employees and non-employee members of the Board of Directors ("the Board"). Diluted net income (loss) per common share assumes the issuance of all potential common stock equivalents unless doing so would reduce a loss or increase income per common share. Our potential common stock equivalents consist of unvested time- and performance-based RSUs. The following table presents the computations of basic and diluted net income (loss) per common share for the periods indicated (shares and dollars in millions):
Fiscal Year
2025 2024 2023
Weighted average number of common shares issued and outstanding 1,018.1 781.2 616.6
Weighted average number of fully vested restricted stock units outstanding 1.9 2.2 1.8
Weighted average number of common shares outstanding - basic 1,020.0 783.4 618.4
Weighted average number of dilutive unvested restricted stock units outstanding 3.7 2.6 1.2
Weighted average number of common shares outstanding - diluted 1,023.7 786.0 619.6
Net income available to common stockholders $ 1,509 $ 731 $ 32
Net income per common share - basic $ 1.48 $ 0.93 $ 0.05
Net income per common share - diluted $ 1.47 $ 0.93 $ 0.05
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Note 9. Stockholders' Equity
Preferred Stock
We are authorized to designate and issue up to 10.0 million shares of preferred stock in one or more classes or series. As of December 31, 2025 and 2024, 13,800 , 10,350 , 16,100 , 23,000 and 6,900 shares of preferred stock were designated as 7.00 % Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.875 % Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50 % Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.125 % Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 7.75 % Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock, respectively, (referred to as "Series C, D, E, F and G Preferred Stock", respectively). As of December 31, 2025, an additional 13,800 shares were designated as 8.75 % Series H Fixed-Rate Cumulative Redeemable Preferred stock (referred to as "Series H Preferred Stock"). As of December 31, 2025 and 2024, 13,000 , 9,400 , 16,100 , 23,000 and 6,000 shares of Series C, D, E, F and G Preferred Stock, respectively, were issued and outstanding. As of December 31, 2025, an additional 13,800 shares of Series H Preferred Stock were issued and outstanding. Each share of preferred stock is represented by 1,000 depositary shares. Each share of preferred stock has a liquidation preference of $25,000 per share ($25 per depositary share).
Our preferred stock ranks senior to our common stock with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution or winding up of the Company. Our preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and each series of preferred stock ranks on parity with one another. Under certain circumstances upon a change of control, our preferred stock is convertible to shares of our common stock. Holders of our preferred stock and depositary shares underlying our preferred stock have no voting rights, except under limited conditions. Beginning on each series' optional redemption date, we may redeem shares at $ 25.00 per depositary share, plus accumulated and unpaid dividends (whether or not declared), exclusively at our option.
The following table includes a summary of preferred stock depositary shares issued and outstanding as of December 31, 2025 (dollars and shares in millions):
Cumulative Redeemable Preferred Stock Issue Date Depositary
Shares
Issued
and
Outstanding Carrying
Value Aggregate
Liquidation Preference Per Annum Dividend
Rate 1,2
First Optional
Redemption Date / Conversion Date 2,3
Fixed-to-Floating Rate:
Series C August 22, 2017 13.0 $ 315 $ 325 9.26624% October 15, 2022
Series D March 6, 2019 9.4 227 235 8.48724% April 15, 2024
Series E October 3, 2019 16.1 390 403 9.14824% October 15, 2024
Series F February 11, 2020 23.0 557 575 8.85224% April 15, 2025
Fixed-Rate Reset:
Series G September 14, 2022 6.0 145 150 7.75000% October 15, 2027
Fixed-Rate
Series H September 10, 2025 13.8 334 345 8.75000% October 15, 2030
Total 81.3 $ 1,968 $ 2,033
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1. The depositary shares underlying our preferred stock accrue dividends on the $25.00 liquidation preference per depositary share from the issuance date until they are redeemed in accordance with their terms. The per annum dividend rates for the depositary shares underlying the Series C, D, E and F Preferred Stock represent the rates in effect as of December 31, 2025, and are reset quarterly. The depositary shares underlying the Series G Preferred Stock accrue dividends at an initial annual fixed rate until the fixed-rate-reset conversion date, after which dividends on these depositary shares accrue on a fixed-rate-reset basis equal to the conversion rate plus a fixed spread. The depositary shares underlying the Series H Preferred Stock accrue dividends at a fixed rate.
2. The Series C, D, E and F dividends accrue at a rate equal to the 3-Month CME Term SOFR plus 0.26161%, plus spreads of 5.111 %, 4.332 %, 4.993 % and 4.697 %, respectively, per annum, resetting quarterly in accordance with the certificate of designations for such series and the Adjustable Interest Rate (LIBOR) Act of 2021 (the "LIBOR Act"). At the conclusion of the fixed rate period for the Series G Preferred Stock, the dividend will accrue at a floating rate equal to the 5-Year US Treasury rate plus a spread of 4.39 % per annum and will reset in accordance with the certificate of designations for such series.
3. Shares may be redeemed prior to our optional redemption date under certain circumstances intended to preserve our qualification as a REIT for U.S federal income tax purposes.
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At-the-Market Offering Program
We are authorized by our Board to enter into agreements with sales agents to publicly offer and sell shares of our common stock in privately negotiated and/or at-the-market transactions from time-to-time up to a maximum aggregate offering price of our common stock. The following table includes a summary of shares of our common stock issued under the sales agreements for fiscal years 2025, 2024 and 2023 (in millions, except for per share data). As of December 31, 2025, shares of our common stock with an aggregate offering price of $ 0.7 billion remained authorized for issuance under this program through December 31, 2026.
ATM Offerings Average Price Received Per Share, Net Shares Net Proceeds
Fiscal Year 2025
$ 9.47
208.2
$ 1,973
Fiscal Year 2024
$ 9.73
202.1
$ 1,967
Fiscal Year 2023
$ 9.14
118.8
$ 1,085
Common Stock Repurchase Program
We are authorized by our Board to repurchase shares of our common stock in the open market, through privately negotiated transactions, or pursuant to a trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. During fiscal years 2023, 2024 and 2025, we did not repurchase shares under this program. As of December 31, 2025, $ 1.0 billion remained authorized to repurchase shares of our common stock through December 31, 2026.
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Distributions to Stockholders
The following table summarizes dividends declared during fiscal years 2025, 2024 and 2023 (in millions, except per share amounts):
Fiscal Year Dividends Declared Dividends Declared Per Share 1
Series C Preferred Stock 2
2025 $ 32 $ 2.424890
2024 $ 35 $ 2.672820
2023 $ 34 $ 2.660390
Series D Preferred Stock 2
2025 $ 21 $ 2.227430
2024 $ 21 $ 2.278248
2023 $ 16 $ 1.718750
Series E Preferred Stock 2
2025 $ 39 $ 2.394980
2024 $ 30 $ 1.851370
2023 $ 26 $ 1.625000
Series F Preferred Stock 2
2025 $ 49 $ 2.123633
2024 $ 35 $ 1.531250
2023 $ 35 $ 1.531250
Series G Preferred Stock 2
2025 $ 12 $ 1.937520
2024 $ 12 $ 1.937520
2023 $ 12 $ 1.937520
Series H Preferred Stock 2
2025 $ 10 $ 0.759550
Common Stock 3
2025 $ 1,479 $ 1.440000
2024 $ 1,137 $ 1.440000
2023 $ 896 $ 1.440000
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1. Preferred stock per share amounts are per depositary share.
2. For the years ended December 31, 2025, 2024, and 2023, 100 % of the preferred stock dividends per share paid during each such calendar year were taxable as ordinary income.
3. For the years ended December 31, 2025 and 2024, 100% of common stock dividends declared in each such calendar year, totaling $ 1.44 per share, were taxable as ordinary income. For the year ended December 31, 2023, 100% of common stock dividends paid in such calendar year, totaling $ 1.44 per share, and the $ 0.12 per share declared in December 2022 that was paid in January 2023, or $ 1.56 in total per share, were taxable as ordinary income.
Accumulated Other Comprehensive Income (Loss)
The following table summarizes changes to accumulated OCI for fiscal years 2025, 2024 and 2023 (in millions):
Fiscal Year
Accumulated Other Comprehensive Income (Loss) 2025 2024 2023
Beginning Balance $ ( 591 ) $ ( 517 ) $ ( 672 )
OCI before reclassifications
227 ( 74 ) 92
Net (gain) loss amounts for available-for-sale securities reclassified from accumulated OCI to realized gain (loss) on sale of investment securities, net 41 — 63
Ending Balance $ ( 323 ) $ ( 591 ) $ ( 517 )
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Note 10. Segment Reporting
Our investment portfolio consists primarily of Agency RMBS, and we fund our investments primarily through collateralized borrowings structured as repurchase agreements. As part of our operations, we are exposed to market risks, including interest rate, prepayment, extension, spread, and credit risks.
Our portfolio is managed as a whole, with investment and hedging decisions assessed collectively by the Chief Operating Decision Maker (CODM). The CODM, represented by our Chief Executive Officer with the support of our Executive Management Committee, allocates resources and evaluates financial performance by considering the market risks identified above. The CODM also considers factors such as total assets and repurchase agreements outstanding, as reported on the consolidated balance sheet; our TBA position, as disclosed in Note 5. Derivative and Other Hedging Instruments ; our ability to hedge certain risks; and our intention to qualify as a REIT. Consequently, the Company operates as a single reportable segment, as reflected in the accompanying consolidated financial statements and notes.
The CODM assesses performance using comprehensive income (loss), as reported on the consolidated statement of comprehensive income (loss). Comprehensive income (loss) is a key determinant of the Company's economic return, calculated as the change in tangible stockholders' equity attributable to common stockholders plus common stock dividends declared, divided by the prior period's tangible stockholders' equity attributable to common stockholders, each computed on a per common share basis. This measure is used to monitor actual results, benchmark performance against peers, and inform management's compensation. Additionally, the CODM also evaluates consolidated expense information, including interest expense, compensation and benefits, and other operating expenses, as significant metrics in decision-making.
Note 11. Stock-Based Compensation
During fiscal years 2025, 2024 and 2023, we granted RSU awards to employees with a total grant date fair value of $ 11 million, $ 10 million and $ 11 million, respectively, which generally vest annually over a three-year period, and to independent directors with a total grant date fair value of $ 1.1 million, $ 1.2 million and $ 1.2 million, respectively, which vest at the end of a one-year period from grant date. During the same periods, we also granted PSU awards to employees, which vest at the end of a three-year period provided that specified performance criteria are met. The performance criteria are based on a formula tied to our achievement of long-term economic returns consisting of the change in tangible net book value and dividends paid per common share on an absolute basis and relative to a select group of our peers. The grant-date fair value of PSU awards totaled $ 10 million for each of fiscal years 2025, 2024 and 2023, assuming the target levels of performance are achieved. The actual value of the awards will vary within a range of 0% to 200% of the target based on the actual performance achieved relative to the targets.
Our 2016 Equity Plan, as amended, authorizes a total of 40 million shares of our common stock that may be used to satisfy awards granted under the Plan, subject to the share counting rules set forth within the Plan. As of December 31, 2025, 23.1 million shares remained available for awards under the 2016 Equity Plan. For purposes of determining the total number of shares available for awards under the 2016 Equity Plan, available shares are reduced by (i) shares issued for vested awards, net of units withheld to cover minimum statutory tax withholding requirements paid by us in cash on behalf of the employee, (ii) outstanding unvested awards, (iii) outstanding previously vested awards, if distribution of such awards has been deferred beyond the vesting date ("deferred awards"), and (iv) accrued dividend equivalent units on outstanding awards through December 31, 2025. Unvested PSU awards assume the maximum potential payout under the terms of the award. As of December 31, 2025, 1.4 million of deferred awards, including accrued dividend equivalents, were outstanding.
During fiscal years 2025, 2024 and 2023, we recognized total compensation expense of $ 37.1 million, $ 23.5 million and $ 15.0 million, respectively, for stock-based awards to employees, and other operating expense of $ 1.1 million, $ 1.2 million and $ 1.1 million, respectively, for awards to independent directors. Compensation expense for PSU awards is based on our estimate of the probability that the applicable performance criteria will be achieved and includes cumulative effect adjustments for changes in such estimates. As of December 31, 2025, we estimate that PSU awards granted in fiscal year 2023 will vest at 156.9 % of target based on actual performance achieved through the end of the performance period, and that PSU awards granted in fiscal years 2024 and 2025 will vest at 140 % and 100 % of target, respectively, based on our current probability assessments. As of December 31, 2025, we had $ 10 million of unrecognized expense related to stock-based awards that we expect to recognize over a weighted average period of 1.4 years.
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The following tables summarize awards under our 2016 Equity Plan for fiscal years 2025, 2024 and 2023:
RSU Awards RSU Awards 1
Weighted Average Grant Date Fair Value 2
Weighted Average Vest Date Fair Value
Unvested balance as of December 31, 2022 1,333,691 $ 12.36 $ —
Granted 1,140,758 $ 10.67 $ —
Accrued RSU dividend equivalents
273,189 $ — $ —
Vested ( 703,557 ) $ 12.28 $ 9.88
Unvested balance as of December 31, 2023 2,044,081 $ 9.79 $ —
Granted
1,154,343 $ 9.52 $ —
Accrued RSU dividend equivalents
337,739 $ — $ —
Vested
( 1,062,526 ) $ 9.71 $ 9.56
Unvested balance as of December 31, 2024 2,473,637 $ 8.36 $ —
Granted
1,159,333 $ 10.07 $ —
Accrued RSU dividend equivalents
366,031 $ — $ —
Vested
( 1,336,366 ) $ 8.18 $ 10.16
Unvested balance as of December 31, 2025 2,662,635 $ 8.05 $ —
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1. There were no forfeitures of awards during the periods presented.
2. Accrued RSU award dividend equivalents have a weighted average grant date fair value of $0.
PSU Awards PSUs
at Target Performance Level 1
Weighted Average Grant Date Fair Value 2
Weighted Average Vest Date Fair Value
Unvested balance as of December 31, 2022 2,380,575 $ 12.87 $ —
Granted
950,840 $ 10.59 $ —
Accrued PSU dividend equivalents
402,368 $ — $ —
Performance adjustment - March 2021 base grant 3
( 210,425 ) $ 15.96 $ —
Performance adjustment - accrued PSU dividend equivalents 3
( 87,375 ) $ — $ —
Vested
( 699,128 ) $ 14.18 $ 11.48
Unvested balance as of December 31, 2023 2,736,855 $ 10.03 $ —
Granted
1,058,466 $ 9.58 $ —
Accrued PSU dividend equivalents
489,216 $ — $ —
Performance adjustment - March 2022 base grant 3
( 142,273 ) $ 12.99 $ —
Performance adjustment - accrued PSU dividend equivalents 3
( 74,832 ) $ — $ —
Vested
( 595,992 ) $ 11.13 $ 9.56
Unvested balance as of December 31, 2024 3,471,440 $ 8.38 $ —
Granted
976,186 $ 10.29 $ —
Accrued PSU dividend equivalents
526,252 $ — $ —
Performance adjustment - March 2023 base grant 3
541,028 $ 10.59 $ —
Performance adjustment - accrued PSU dividend equivalents 3
281,225 $ — $ —
Other miscellaneous adjustments ( 94,048 ) $ 8.33 $ —
Vested
( 947,182 ) $ 8.56 $ 10.49
Unvested balance as of December 31, 2025 4,754,901 $ 7.57 $ —
_______________________
1. There were no forfeitures of awards during the periods presented.
2. Accrued PSU award dividend equivalents have a weighted average grant date fair value of $0.
3. Performance adjustments reflect actual performance achieved relative to target, as measured at the end of the three-year performance period on December 31, for awards scheduled to vest in the following year. All other unvested awards at each period end are assumed to achieve target performance (100%). For fiscal years 2025, 2024 and 2023, performance adjustments reflect actual performance of 156.9 %, 75.5 % and 66.4 %, respectively, for awards scheduled to vest in 2026, 2025, and 2024, respectively.
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Note 12. Income Taxes
We did not incur an income tax liability for the years ended December 31, 2024 and 2023 and we do not expect to incur an income tax liability for the year ended December 31, 2025.
Based on our analysis of any potential uncertain income tax positions, we concluded that we do not have any uncertain tax positions that meet the recognition or measurement criteria of ASC Topic 740, Income Taxes, as of December 31, 2025 or prior periods. Our tax returns for tax years 2022 and forward are open to examination by the IRS. If we incur income tax related interest and penalties, our policy is to classify them as a component of provision for income taxes.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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
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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."
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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.
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*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
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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.
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†* 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.
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101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB** XBRL Taxonomy Extension Labels Linkbase Document
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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.
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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
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