agnc-20260304

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



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☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

AGNC Investment Corp.

(Name of Registrant as Specified in its Charter)


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AGNC INVESTMENT CORP.

NOTICE OF 2026 ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON APRIL 16, 2026


DATE AND TIME:	Thursday, April 16, 2026, at 9:00 a.m., Eastern Time

WHERE:	The Annual Meeting will be held in a virtual format. The virtual meeting site is www.virtualshareholdermeeting.com/AGNC2026.

ITEMS OF BUSINESS:	1)	To elect the Board of Directors, with each director serving a one-year term and until his or her successor is elected and qualified;

	2)	To approve an advisory resolution on executive compensation;

	3)	To consider and vote upon the ratification of the appointment of Ernst & Young LLP to serve as our independent public accountant for the year ending December 31, 2026; and

	4)	To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

	Stockholders will have an opportunity to submit questions in advance of and during the meeting.

WHO CAN VOTE:	You are entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the Annual Meeting if you were a common stockholder of record at the close of business on February 20, 2026.

MEETING DETAILS:	Attendance at the meeting is limited to holders of common stock as of the close of business on February 20, 2026. For details regarding our virtual annual meeting, including how to attend and how to submit questions, see Questions 14 and 15 of “Questions and Answers About the 2026 Annual Meeting and Voting” in this proxy statement. If you are a beneficial owner (you own your shares through a broker, bank, or other nominee) and plan on attending, voting, or asking questions at the 2026 Annual Meeting, you may need to contact your broker, bank, or other institution where you hold your shares if you have questions about obtaining your control number. Please see Question 14 in “Questions and Answers About the 2026 Annual Meeting and Voting” for more information about accessing the annual meeting.

DATE OF DISTRIBUTION:	This notice, the proxy statement, the accompanying proxy card, and our annual report to stockholders, which includes our annual report on Form 10-K with audited financial statements for the year ended December 31, 2025, are first being sent to our common stockholders on or about March 6, 2026.

BY ORDER OF THE BOARD OF

DIRECTORS,

Kenneth L. Pollack

Executive Vice President and Secretary


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 16, 2026 This proxy statement and our annual report to stockholders, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2025, are available free of charge on the internet at www.AGNC.com/2026proxymaterials.

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AGNC INVESTMENT CORP. AT A GLANCE

PROXY SUMMARY

Items to Be Voted


Proposal	Board Recommendation	Page
Proposal 1: Election of Directors	FOR	11

Proposal 2: Advisory Resolution to Approve Executive Compensation	FOR	17

Proposal 3: Ratification of Appointment of Independent Public Accountant	FOR	18

How to Vote Your Shares

Your vote is important, and we urge you to cast your vote as soon as possible. You may vote through the internet, by telephone, by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee), or online during the virtual 2026 Annual Meeting (the “Annual Meeting”). See “Questions and Answers About the 2026 Annual Meeting and Voting” on page 54 of this proxy statement for additional information regarding voting.

Participation in the Meeting

Our Annual Meeting will be held exclusively online in a virtual format to expand stockholder access and participation. There will be no physical location for the Annual Meeting, and you will not be able to attend in person. We are taking meaningful steps to facilitate the attendance and participation of our stockholders at the Annual Meeting, including by providing support for technical assistance during the meeting, allowing stockholders to submit questions in advance of and during the meeting, and addressing as many stockholder questions at the meeting as time allows. More information about how stockholders can access the Annual Meeting is provided in the “Questions and Answers About the 2026 Annual Meeting and Voting” section on page 54 of this proxy statement.


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AGNC INVESTMENT CORP. AT A GLANCE

AGNC INVESTMENT CORP. AT A GLANCE

AGNC Investment Corp. (“AGNC,” the “Company,” “we,” “our,” and “us”) is a leading provider of private capital to the U.S. housing market, enhancing liquidity in the residential real estate mortgage markets and, in turn, facilitating homeownership in the U.S.

Investment portfolio and stockholders’ equity capital as of December 31, 2025. Total stock return since IPO and dividends declared since inception are shown through December 31, 2025. Total stock return is measured from AGNC’s May 2008 IPO and includes price appreciation and dividend reinvestment; dividends are assumed to be reinvested at the closing price of the security on the ex-dividend date. Operating expense structure reflects AGNC's operating expenses as a percentage of average stockholders’ equity for the twelve months ended December 31, 2025. Past performance is not indicative of future results. Source: Bloomberg.


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AGNC INVESTMENT CORP. AT A GLANCE

From our May 2008 IPO through December 31, 2025, AGNC has declared over $15 billion in common stock dividends, or $50.08 per common share, and has generated a total stock return of 559%, compared to 264% for the S&P 500 Financials Index, 143% for the FTSE NAREIT Mortgage REITs Index, and 122% for the S&P 500 Real Estate Index.

1. Total stock return is measured from AGNC’s May 2008 IPO through December 31, 2025. Total stock return over a period includes price appreciation and dividend reinvestment; dividends are assumed to be reinvested at the closing price of the security on the ex-dividend date. Source: Bloomberg.

Qualified Leadership

Management Team

Our AGNC management team possesses a broad mix of expertise and experience and has worked together as a team for ten years. The team is led by Peter Federico, our President, Chief Executive Officer, and Chief Investment Officer, who joined the Company in 2011. Ms. Bell, the Company’s Chief Financial Officer, has been responsible for AGNC’s accounting and financial reporting since its inception in 2008, and Sean Reid, our Executive Vice President for Strategy and Corporate Development, and Kenneth Pollack, our General Counsel, Chief Compliance Officer, and Secretary, have each served in their respective roles for a decade or more.

Board of Directors

AGNC’s Board of Directors (the “Board”) is currently comprised of ten members, including eight independent directors, whose diverse range of experience and backgrounds makes them highly qualified to oversee our strategy, operations, and risk management. As part of its annual process, the Compensation and Corporate Governance Committee of the Board (the “Compensation Committee”) evaluates the Board’s backgrounds, skill sets, experience, and other qualifications to ensure they align with the Company’s go-forward strategy. Gary Kain, previously our Chief Executive Officer and Chief Investment Officer, serves as Executive Chair of the Board. Prue Larocca serves as the Lead Independent Director and the Board’s Vice Chair. Further discussion of the responsibilities of Ms. Larocca and Mr. Kain are on page 1 under “Board Leadership Structure.”


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AGNC INVESTMENT CORP. AT A GLANCE

Director Nominees

Committees

Name

Director Since

Independent

Audit

Compensation &

Corporate Governance

Executive

Pricing

Donna J. Blank

2018

✓

Chair

✓

Morris A. Davis

20261

✓

Peter J. Federico (Chief Executive Officer)

2021

✓

John D. Fisk

2019

✓

Chair

Christine L. Hurtsellers

2026

✓

Andrew A. Johnson, Jr.

2021

✓

Gary D. Kain (Executive Chair)

2016

✓

Prue B. Larocca (Lead Independent Director and Vice Chair)

2013

✓

Chair

Paul E. Mullings

2016

✓

Frances R. Spark

2019

✓

1. Dr. Davis previously served on the Company’s Board from May 2008 to March 2025, when he resigned from his position to join the Council of Economic Advisors to the President as Chief Housing Economist. His service at the Council of Economic Advisors ended in November 2025, and he was reappointed to the Board in January 2026.

1. Metrics as of February 20, 2026. Board tenure calculations include Dr. Davis’s prior service on our Board.


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AGNC INVESTMENT CORP. AT A GLANCE

Director Skills Matrix

Skill

Donna Blank

Morris Davis

Peter Federico

John Fisk

Christine Hurtsellers

Andrew Johnson

Gary Kain

Prue Larocca

Paul Mullings

Frances Spark

Leadership

✓

Mortgage-Backed Securities and Housing Finance

✓

Monetary Policy/Interest Rates

✓

Risk Management

✓

Fixed Income

✓

Public Company Governance

✓

Human Capital Management/Executive Compensation

✓

Capital and Portfolio Management

✓

Capital Markets and M&A

✓

Regulatory and Legal Compliance

✓


Director Skills						Definition

Leadership						Current or former chief executive officer, chief financial officer, business unit, or operations head

Mortgage-Backed Securities and Housing Finance						Experience with the primary and secondary markets for residential mortgage transactions, including origination, pooling and securitization, and secondary market investments in such instruments

Monetary Policy/Interest Rates						Understanding of the implications of changes in interest rates and monetary policy decisions on the economy and fixed income markets

Risk Management						Experience in the management of critical business and/or legal risk, understanding of risk management functions, including risk identification/classification; ability to think strategically about risk and provide oversight and advice relating to risk

Fixed Income						Experience in the fixed income market, including as an investor, regulator, or capital markets participant

Public Company Governance						Service on another public company board or other senior-level executive experience providing an understanding of corporate governance practices

Human Capital Management/Executive Compensation						Experience in leadership continuity, succession planning, human capital development, compensation programs, and management of compensation and human capital related risks

Capital and Portfolio Management						Experience with capital management and portfolio investment activities of financial services companies, institutional investors, or investment management businesses

Capital Markets and M&A						Knowledge of capital markets and experience with raising money from institutional investors as well as public markets; experience with acquisition, disposition, or consolidation of companies or business units

Regulatory and Legal Compliance						Experience in regulatory, legal, and public policy matters


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AGNC INVESTMENT CORP. AT A GLANCE

Stockholder Engagement

We actively engage with and value the opinions of our stockholders, which have influenced the evolution of our compensation program, corporate governance practices, and corporate responsibility and human capital management efforts. We value regular engagement with our stockholders, including through our quarterly earnings calls, investor conferences, fall and spring engagement campaigns, and outreach through our Investor Relations department. In 2025, we participated in eight investor conferences and three non-deal investor roadshows, held over 180 meetings and calls with institutional investors, engaged with financial advisors through network conference calls, and responded to over 360 letters, emails, and calls from retail investors. In the fall of 2025, we engaged in a robust outreach program, contacting our top 50 stockholders by shares of common stock owned, which collectively represented 87% of our common stock owned by institutions, and the two largest proxy advisory firms for the opportunity to engage on any aspect of our business of interest to them, including corporate governance, corporate responsibility, and compensation practices. In our calls with institutional investors who accepted our meeting request, we discussed our corporate governance practices, board refreshment, executive compensation, and corporate responsibility. Stockholders with whom we spoke expressed overall support for our practices in these areas and the quality of our disclosure.

In December, we published our fifth annual Corporate Responsibility Report, which again included disclosures consistent with the recommendations of the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”) framework and disclosure of AGNC’s Scope 1 and Scope 2 greenhouse gas emissions (“GHG”) and energy consumption data. In 2025, we purchased renewable energy certificates to offset the entirety of our 2024 Scope 2 GHG emissions. We recorded zero Scope 1 emissions in 2024.

Executive Compensation Program Overview, Philosophy and Structure, and Evolution

Our Compensation Committee has implemented a compensation program that links pay with performance, aligns executive objectives and incentives with our stockholders’ interests, and promotes operating efficiency. In addition, we believe our compensation program is competitive given AGNC’s size, scale, business, and management structure; promotes retention of our employees; and is well-governed and transparent. All AGNC employees, including our named executive officers (“NEOs”), receive a combination of base salary, short-term incentives in the form of an annual cash bonus opportunity, and long-term incentives (“LTI”) in the form of restricted stock units (“RSUs”). The long-term equity incentives awarded to our NEOs and other senior-level employees consist of a combination of performance-based RSUs and time-based RSUs.

As part of its ongoing evaluation of our compensation practices and in response to stockholder feedback, the Compensation Committee has over time made a number of meaningful changes to our compensation program and the corporate scorecard (“Corporate Scorecard”) used to evaluate performance since the compensation program was first implemented in 2016. Those changes included ensuring a substantial allocation of our NEOs’ total target compensation to long-term equity, simplifying the annual Corporate Scorecard to increase reliance on financial performance, better aligning our strategic objectives to factors expected to drive long-term performance, and including additional context for our compensation programs in our Compensation Discussion and Analysis. In connection with its review of our pay practices for 2025, the Compensation Committee adjusted target level NEO pay for each of our NEOs. Messrs. Federico, Pollack and Reid and Ms. Bell each received increases to their target total compensation. The Compensation Committee decreased the total target compensation for Messrs. Kain and Kuehl in light of the evolution of Mr. Kain’s position as Executive Chair and Mr. Kuehl’s move from the role of Chief Investment Officer to Senior Vice President, Head of Investment Research and Strategy, which is not an executive officer position. Additional information regarding 2025 compensation are included in the Compensation Discussion and Analysis. As described in our Compensation Discussion and Analysis, NEO compensation is heavily weighted towards performance-based pay, with a meaningful percentage in the form of LTI awards with vesting based on company performance over a three-year period. At our 2024 Annual Meeting, 92% of our stockholders present or represented at the meeting and entitled to vote on the matter supported our advisory resolution on executive compensation.


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TABLE OF CONTENTS


Proxy Summary			i
Board and Governance Matters			1
Board Leadership Structure			1
Corporate Governance			2
Committees of the Board of Directors			3
Board and Committee Meetings			4
Director Nomination Process			5
Board Membership Criteria			5
Oversight of Strategy and Key Risks			5
Corporate Responsibility			6
Director Compensation			7
Stock Ownership Guidelines			8
Director Resignation Policy			9
Certain Transactions with Related Persons			9
Compensation Committee Interlocks and Insider Participation			10
Proposal 1: Election of Directors			11
Summary of our Board’s Industry and Functional Expertise			11
Director Nominee Biographies and Qualifications			11
Conclusion and Recommendation; Vote Required			16
Proposal 2: Advisory Resolution to Approve Executive Compensation			17
General Information			17
Conclusion and Recommendation; Vote Required			17
Proposal 3 : Ratification of Appointment of Independent Public Accountant			18
Independent Public Accountant’s Fees			18
Pre-Approval Policy			18
Conclusion and Recommendation; Vote Required			19
Report of the Audit Committee			20
Executive Officers of Registrant			21
Executive Officer Biographies			21
Executive Compensation			23
Compensation Discussion and Analysis			23
202 5 Named Executive Officers			23
Executive Summary			23
Business Overview			23
2025 Performance Highlights			24
Compensation Philosophy and Objectives			25


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Stockholder Engagement			26
Composition of NEO Compensation			27
Compensation Governance Practices			27
Compensation Program In Detail			28
Compensation Program Elements			28
Corporate Scorecard for Calculating Annual Bonus			29
Equity Incentive Compensation			34
Compensation Decision Process			36
Other Compensation Policies and Practices			39
Report of the Compensation and Corporate Governance Committee			40
202 5 Summary Compensation Table			40
Grants of Plan-Based Awards in Fiscal Year 2025			42
Outstanding Equity Awards at 202 5 Fiscal Year-End			43
Stock Vested for Fiscal Year 2025			44
Severance and Change of Control Payments			44
Pay Versus Performance			47
CEO Compensation Pay Ratio			51
Information Regarding Company Voting Securities			52
Security Ownership of Management and Certain Beneficial Owners			52
Questions and Answers About Stockholder Communications and Proposals			53
Questions and Answers About the 202 6 Annual Meeting and Voting			54


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BOARD AND GOVERNANCE MATTERS

BOARD AND GOVERNANCE MATTERS

Our Board is currently comprised of eight independent directors, our Executive Chair, and our CEO. The following table sets forth the current members of our Board and their committee membership:

Name

Director Since

Audit 1

Compensation & Corporate Governance2

Executive

Pricing

Donna J. Blank*

2018

Chair

✓

Morris A. Davis*

20263

✓

Peter J. Federico (Chief Executive Officer)

2021

✓

John D. Fisk*

2019

Chair

Christine L. Hurtsellers*

2025

✓

Andrew A. Johnson, Jr.*

2021

✓

Gary D. Kain (Executive Chair)

2016

✓

Prue B. Larocca* (Lead Independent Director and Vice Chair)

2013

✓

Chair

Paul E. Mullings*

2016

✓

Frances R. Spark*

2019

✓

* Director is “independent” as defined in Rule 5605(a)(2) of The Nasdaq Listing Rules (the “Nasdaq rules”).

1. Each member of the Audit Committee is “independent” as defined in Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq rules and Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has determined that Mss. Blank and Spark are each an “audit committee financial expert” as defined in Item 407 of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

2. Each member of the Compensation and Corporate Governance Committee is “independent” as defined in Rules 5605(a)(2) and 5605(d)(2) of the Nasdaq rules.

3. Dr. Davis previously served on the Company’s Board from May 2008 to March 2025, when he resigned from his position to join the Council of Economic Advisors to the President as Chief Housing Economist. His service at the Council of Economic Advisors ended in November 2025, and he was reappointed to the Board in January 2026.

Board Leadership Structure

We believe that objective, independent oversight of management is central to our corporate governance, as well as execution of our strategic objectives and alignment with the long-term interests of our stockholders. The Board believes that the optimal leadership structure for AGNC may evolve over time as a result of a number of factors, including changes in our strategy, market conditions, and the composition of our Board and management personnel. Accordingly, the Board regularly evaluates the most effective leadership structure for the Company. The Board believes that separating the positions of Chair and Chief Executive Officer is the best corporate governance leadership structure for us at this time and that independent directors should play a significant role in Board leadership. Since the transition of our executive leadership in July 2021, Mr. Kain has served as Executive Chair of the Board; Ms. Larocca serves as Lead Independent Director and Vice Chair, and Mr. Federico serves as our Chief Executive Officer.

Ms. Larocca, in her role as Lead Independent Director and Vice Chair, is empowered with robust, well-defined duties and actively collaborates with our Chief Executive Officer and Executive Chair on a wide variety of issues. In his role as Executive Chair, Mr. Kain serves as a resource to Mr. Federico and consults with the Company’s senior management on significant strategic decisions and business-plan execution. He and Ms. Larocca collaborate closely to shape and implement the Board’s agenda and to facilitate the oversight of AGNC’s operations and strategy. The chart below highlights the principal responsibilities of our Executive Chair and Lead Independent Director and their collaboration with other members of the Board and AGNC’s management team.


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BOARD AND GOVERNANCE MATTERS


Responsibilities and Collaboration Among our Lead Independent Director and Executive Chair

Lead Independent Director and Vice Chair						Executive Chair
•elected by and acts as leader of independent directors •chairs meetings of the independent directors and the Executive Committee and chairs meetings of the Board of Directors when the Executive Chair is not present or is recused •serves on all Board committees to facilitate support of committee chairs and coordination of committee work •able to call meetings of the independent directors and special meetings of the Board of Directors •collaborates with the Executive Chair, the CEO, the Secretary, and committee chairs to approve scheduling of meetings, develop agendas, and oversee the content and distribution of materials •serves as a liaison between management and the independent directors and ensures that the information needs of independent directors are satisfied •together with the chair of the Compensation Committee, leads the performance evaluation of the Executive Chair and the Chief Executive Officer •together with the Executive Chair, facilitates identification and resolution of potential conflicts of interest and establishes expectations regarding culture of compliance throughout the Company •communicates on behalf of the independent directors with stockholders, proxy advisory firms, and other stakeholders, as necessary						•elected by all directors •chairs all regular and special meetings of the Board •serves on the Executive Committee •together with the Vice Chair, facilitates identification and resolution of potential conflicts of interest and establishes expectations regarding culture of compliance throughout the Company •collaborates with the Lead Independent Director, CEO, Secretary, and committee chairs to call and schedule Board meetings, develop agendas, and oversee the content and distribution of materials •as necessary, provide advice and counsel to the Chief Executive Officer on significant strategic decisions and other important matters •as necessary, is available as an additional management resource in the event of a crisis or interruption in business continuity •evaluates and reports to the independent directors as requested regarding the Chief Executive Officer’s performance

AGNC is committed to maintaining strong, independent leadership on the Board. Our Board has a policy, consistent with the Nasdaq rules and good corporate governance, to have our independent directors meet regularly without members of management or employee directors present to facilitate the Board’s independent oversight of management. Presently, our independent directors meet during our Board’s regular quarterly meetings and may hold additional meetings at the request of the Lead Independent Director or a majority of the directors.

Each of our Board’s Audit Committee and Compensation Committee is composed entirely of independent directors. These independent committees of our Board also have the authority under their respective charters to hire independent advisors and consultants at the Company’s expense to assist them in performing their duties. The chairs of the Audit and Compensation Committees set meeting agendas in consultation with our Secretary. A majority of our Board’s Executive Committee also consists of independent directors. Our Board has determined that all of the current directors, except Messrs. Federico and Kain, are “independent” as defined in the Nasdaq rules.

Corporate Governance

Our Board maintains strong corporate governance practices, which are memorialized in our Corporate Governance Guidelines, to support its oversight responsibilities. These guidelines, together with our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), Amended and Restated Bylaws (our “Bylaws”), and committee charters of the Audit Committee and the Compensation Committee, form the basis for performance of our governance activities. All of these documents are available in the Investors section of our website at investors.agnc.com/corporate-governance-documents.


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BOARD AND GOVERNANCE MATTERS



CORPORATE GOVERNANCE HIGHLIGHTS
•Annual election of directors •Directors elected by majority voting, with a resignation policy for directors who do not receive a majority support •Board Chair and CEO roles are separated •Robust independent Board leadership, with Lead Independent Director also serving as Vice Chair •No director serves on more than two other boards of public companies or mutual fund complexes •Average Board tenure of 7.8 years, with three directors having tenure less than five years •Regular meetings of independent directors without members of management •Stock ownership guidelines for directors and executive officers •Robust stockholder engagement program, including annual outreach campaign to institutional investors •Anti-hedging and pledging policy for directors and executive officers •Clawback policy for incentive compensation •No stockholder rights plan or “poison pill” •Comprehensive Code of Ethics and Conduct and Corporate Governance Guidelines •Annual Board, committee, and individual director assessment process •100% attendance at 90% of our Board and committee meetings in 2025 •Membership in the National Association of Corporate Directors (the “NACD”), a leading authority on corporate boardroom and governance practices

Amendments to AGNC’s Certificate of Incorporation to Eliminate Certain Supermajority Voting Provisions

At the 2022 and 2023 Annual Meetings, we included on the agenda, and the Board recommended that stockholders vote in favor of, amendments to our Certificate of Incorporation eliminating certain supermajority voting provisions. Under the provisions of AGNC’s Certificate of Incorporation, approval of these amendments requires the affirmative vote of at least 66% of all shares of common stock entitled to vote on the matter. Although stockholders who cast votes at the meetings voted overwhelmingly in favor of the amendments, stockholder participation was well below the threshold required to pass the proposals and declined year over year. Based on information available to the Company, approximately 60% of the Company’s shares of common stock are held by investors in individual brokerage accounts who, as a group, have very low vote participation in stockholder meetings and are very challenging to reach via traditional stockholder outreach efforts. The Company has not included these amendments on the meeting agenda since 2023 after considering the prior meeting results and evaluating the likelihood of the measures being approved considering the continued high percentage of the Company’s common stock held by retail investors, the limited effectiveness of proxy solicitation efforts, and the low percentage of votes cast on the matter in prior meetings. After evaluating these factors again in anticipation of the 2026 Annual Meeting, the Company has elected not to include the proposed amendments on the agenda in 2026. The Company will continue to evaluate the factors and considerations outlined herein and will endeavor to include the amendments on a future meeting agenda at such time that the Company concludes approval is substantially more likely.

Committees of the Board of Directors

Our Board’s principal standing committees and their primary functions are described below.

Audit Committee

This committee assists the Board in overseeing:

•our accounting and financial reporting processes;

•the integrity and audits of our financial statements;

•the adequacy of our internal control over financial reporting, including controls relating to the preparation of our financial statements;

•our internal audit department and its annual scope of work;

•cybersecurity and other risks to information technology systems;

•our compliance with legal and regulatory requirements;

•compliance with our Code of Ethics and Conduct (“Code of Ethics”);

•the qualifications and independence of our independent registered public accounting firm; and

•the performance of our independent registered public accounting firm and our internal audit department.

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing the plans and results of the audit engagement with the independent registered public accounting firm, approving professional services provided by the independent registered public accounting firm, considering the range of audit and non-audit fees, and preparing a report on the review of the Company’s audited financial statements as required to be included in our proxy statement. The committee’s meetings include, whenever appropriate, executive sessions with our independent external auditors, without the presence of management.


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BOARD AND GOVERNANCE MATTERS

Compensation and Corporate Governance Committee

This committee’s principal functions are to:

•oversee and review our compensation structure and practices with respect to our executive officers, employees, and members of the Board, including compensation plans, and make recommendations to the Board on these matters;

•set the terms of employment of our executive officers and recommend CEO and Executive Chair compensation decisions for approval by the independent directors on our Board;

•administer our equity and incentive plans as and to the extent delegated authority by the Board;

•review and make recommendations to the Board on executive succession plans and leadership development;

•oversee matters relating to human capital management, including the hiring, development, retention, and satisfaction of our employees and our policies and practices for diversity, equity, and inclusion;

•make recommendations to the Board regarding oversight of AGNC’s corporate social responsibility strategies and practices;

•monitor and facilitate our governance, including the composition of the Board and its functioning and operations pursuant to our Corporate Governance Guidelines;

•review and evaluate the sufficiency of our Code of Ethics;

•oversee evaluation of our CEO, Executive Chair, and other executive officers; and

•review and approve the disclosure regarding the Company’s compensation and benefits matters and prepare a report on executive compensation, each as required to be included in our proxy statement for our annual meetings.

The Compensation Committee also serves as the Board’s standing nominating committee and as such performs the following functions:

•developing and recommending to the Board Corporate Governance Guidelines, including the committee’s selection criteria for director nominees;

•identifying, recruiting, and recommending to the Board qualified candidates for election as directors and recommending a slate of nominees for election as directors by our common stockholders at the annual meeting of stockholders;

•recommending to the Board nominees for each committee of the Board;

•overseeing the orientation process for new directors and continuing education of all directors; and

•annually facilitating an assessment of the Board, Board committee, and individual director performance and making reports thereon to the Board.

Under its charter, the Compensation Committee has the authority to select, retain, and terminate compensation consultants. The Compensation Committee retains Frederic W. Cook & Co., Inc. (“FW Cook”) to provide advice and counsel on the design and implementation of our compensation program and on regular evaluation of the compensation of our executives and non-employee directors.

Executive Committee

This committee has the authority to exercise all powers of the Board except for actions that must be taken by the full Board under Delaware law, our Certificate of Incorporation, or Bylaws.

Pricing Committee

This committee has the authority to approve debt and equity securities offerings under our shelf registration statement, including the amount, price, and terms of such securities, consistent with Delaware law, our Certificate of Incorporation, and Bylaws.

Board and Committee Meetings

The Board generally holds regular quarterly meetings and meets on other occasions, as necessary. The Board held eight regular meetings during 2025. In addition, the independent directors met separately in executive sessions to discuss various matters, including our performance and the performance of our Executive Chair, Chief Executive Officer, and other executive officers.

Each of the Audit Committee and the Compensation Committee schedules regular meetings to coincide with the quarterly in-person meetings of the Board and also meets at the request of senior management or at such other times as its Chair determines. The Chair of each Committee, in consultation with our Secretary, sets the agendas for the meetings. Each committee reports to the Board on its activities at the next regularly scheduled Board meeting following its committee meetings and when appropriate. During 2025, the Audit Committee held five meetings, and the Compensation Committee held eight meetings. The Board periodically conducts a multi-day meeting devoted to reviewing the Company’s strategy, macro trends impacting our business, and other topics of interest to our directors, including relevant continuing education sessions. The most recent such meeting occurred in December 2025.

Each of our independent directors attended all of the meetings of the Board and committees on which he or she served in 2025 with the exception of two directors who were each unable to attend one Board meeting. Although we do not have a policy on director attendance at the Annual Meeting, directors are encouraged to attend, and each of our directors attended the 2025 Annual Meeting.


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Director Nomination Process

Nominations for election to the Board may be made by the Compensation Committee or by any common stockholder entitled to vote for the election of directors in accordance with the procedures set forth in our Bylaws and as provided by applicable law. Candidates recommended by common stockholders will be evaluated by the Compensation Committee under the same criteria that are applied to other candidates.

Board Membership Criteria

The Compensation Committee endeavors to identify, recruit, and nominate candidates based on the following eligibility and experience criteria: a candidate’s integrity and business ethics, strength of character, judgment, experience, temperament, and independence, as well as factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of current directors, and principles of diversity, including diversity of experience, personal and professional backgrounds, race, gender, ethnicity, and age.

The Compensation Committee recognizes the importance of a range of viewpoints, experience, and backgrounds to a well- functioning Board. The committee does not have formal objective criteria for diversity on our Board, but 50% of new director nominations since 2019 have been women or minority candidates. The Board revised its Corporate Governance Guidelines in 2021 to reflect its undertaking to instruct any third-party search firm engaged in a director search on our behalf to include in the initial list of candidates individuals reflecting diverse backgrounds. In nominating candidates to the Board, the committee determines whether the incumbent director is willing to stand for re-election. If so, the committee evaluates individual contributions to determine suitability for continued service, taking into consideration the Board’s criteria for candidates, the Board evaluation process, and other perceived needs of the Board. The Company maintains a corporate membership in the NACD, which provides each director with access to continuing education, research materials, and publications relating to corporate governance, board leadership, and other topical information. The Company also reimburses directors for participation in professional development opportunities. A number of our directors have participated in continuing education and certification programs, including in the areas of cybersecurity, corporate governance, and climate change oversight.

1. Metrics as of February 20, 2026. Board tenure calculations include Dr. Davis’s prior service on our Board.

The following table provides certain demographic characteristics of our directors.


Board Diversity Matrix
	Female	Male
African American or Black	0	2
White	4	4

Oversight of Strategy and Key Risks

Our Board is responsible for the general oversight of the Company, including our strategic direction, the performance of our executive officers, the Company’s risk management processes, and corporate responsibility initiatives, to ensure that the long-term interests of our stockholders are being served. In performing this oversight function, the Board, directly or through its standing committees, regularly reviews and discusses our corporate strategy and our material strategic, operational, financial, compensation, and compliance risks with senior management.

The Board receives updates from management at each regular meeting on the Company’s performance, market conditions, and other recent developments, including, among other things, risks and opportunities facing us, as well as the strategies used to hedge


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the Company’s exposure to market risks, including interest rate, prepayment, and extension risks. The Board periodically reviews and discusses our broader business strategy with management and in executive session. The Board also regularly reviews our compliance with policies, procedures, risk limits, and processes addressing other operational risks.

The Board recognizes the importance of effective executive leadership and the promotion of an ethical and professional culture throughout our organization. The Board and the Compensation Committee are actively engaged in overseeing succession planning, including a routine review of staffing for critical roles, considering the operational needs of the Company and the potential leadership, industry knowledge, and investment skills of existing employees. Executives and other key employees in the Company are given exposure to the Board during meetings and other events to assist with their development and the Board’s evaluation. In addition, the Board receives updates on management’s strategies for recruiting, developing, and retaining outstanding personnel and minimizing employee turnover, as applicable. At least annually, the Audit Committee reviews employee compliance with our Code of Ethics, and the Compensation Committee annually reviews the sufficiency of the Code of Ethics.

The Board has delegated certain risk management oversight responsibilities to its committees as follows:

•Financial and Accounting Risk: The Audit Committee oversees the Company’s management of its financial and accounting systems, its internal control over financial reporting, and disclosure controls and procedures through regular meetings with our Chief Financial Officer, senior members of the Company’s internal audit and legal departments, and representatives of the Company’s independent registered public accounting firm.

•Regulatory Compliance Risk: The Board, both directly and through the Audit Committee, receives regular reports from the Company’s Chief Financial Officer, General Counsel, and Head of Internal Audit on regulatory compliance matters, including the Company’s compliance with its REIT qualification and exemption from the Investment Company Act of 1940 and compliance with our Code of Ethics.

•Cybersecurity Risk: The Audit Committee, which is responsible for oversight of information technology and data security controls related to our financial reporting, oversees our management of cybersecurity risk and receives regular reporting on such matters from the Company’s Chief Technology Officer. In delegating responsibility to the Audit Committee, the Board discussed our risk exposure with management, taking into consideration our operations and the types of data retained on our systems.

•Governance Risk: The Compensation Committee also oversees risks related to Board organization, membership, structure, and corporate governance.

•Litigation Risk: The Compensation Committee monitors the Company’s litigation, if any.

•Succession Planning and Human Capital Risk: The Compensation Committee is responsible for ensuring that a succession plan is in place for our executive officers and other key employees and overseeing the Company’s management and development of its human capital.

Corporate Responsibility

We incorporate relevant environmental, social, and governance considerations into our business and day-to-day operations, and we appreciate the interest of our stockholders in these matters. We consider the interests of all our stakeholders—our stockholders, employees, lenders, other counterparties, vendors, and community—in pursuing the long-term success of our business. Our review and


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evaluation of corporate social responsibility issues and opportunities are focused on two areas: our business operations and our investment activity.

Our primary operational focus from a social perspective is our human capital. AGNC is committed to providing all of our employees an engaging, supportive, and inclusive atmosphere in which to grow professionally and contribute to our corporate objectives. We pride ourselves on providing a wide selection of resources to protect and promote our employees’ professional development, health, well-being, financial security, safety, and work-life balance. We offer our employees comprehensive benefits and participation in our long-term equity incentive program, and we have implemented programs that promote cross training, collaboration, and professional growth. We utilize a hybrid work model that allows for meaningful collaboration among employees while also promoting flexibility in individual employee schedules. As a 55-person organization engaged in managing a portfolio primarily consisting of Agency mortgage-backed securities, our business operations have a limited environmental impact, but we regularly evaluate opportunities to reduce our direct environmental effects.

From an investment perspective, our business supports home ownership in the United States, which has long been viewed as an important vehicle of individual wealth creation and aids in the development of strong communities. Our investments in residential mortgage-backed securities and other mortgage-related instruments play a meaningful role in helping Americans become homeowners. As an investor predominantly in Agency mortgage-backed securities, we have limited insight into the location, age, or other characteristics of individual homes or the identity of the mortgage borrowers included in these investments.

Our Board has elected to allocate oversight of these corporate responsibility matters among the Board and our Compensation and Audit Committees rather than delegating responsibility for oversight to a single committee. Our allocation of these matters in this manner allows for each of these committees and the Board to govern and oversee the areas of corporate responsibility relevant to their respective areas of focus in the context of our business.

Our Compensation Committee oversees our approach to human capital management and development, the governance and operations of our Board (including its governance and oversight of corporate social responsibility matters), and the composition and diversity of our Board. As part of its oversight of human capital management and corporate responsibility, the Compensation Committee receives reports on the results of employee surveys and updates from management regarding actions taken to promote development and engagement of our workforce. Our Audit Committee oversees our management’s governance of our business conduct in the areas of financial reporting, information security, legal and regulatory compliance, and compliance with our Code of Ethics. Our full Board oversees our investment guidelines, portfolio and risk management framework, and overall strategic direction, which incorporates our responsibility to the people and communities we serve.

In December 2025, we issued our fifth annual Corporate Responsibility Report, which provides disclosures consistent with the recommendations of the SASB and the TCFD, including Scope 1 and 2 greenhouse gas emissions data. The report provides disclosure on environmental, social, and governance issues and topics most material to our business and operations and further details our ongoing efforts to enhance our corporate responsibility practices. The report is available in the Responsibility section of our website at www.AGNC.com/corporate-responsibility.

Director Compensation

As described in more detail below, we compensate our independent directors with cash retainers and equity-based awards. Directors who are employees of the Company or our subsidiaries do not receive any compensation for service as a member of the Board although we reimburse all directors for travel expenses incurred in connection with Board and committee meetings and Board-related functions. The Compensation Committee periodically reviews the form and amount of compensation paid to our independent directors to ensure it remains consistent with quality corporate governance practices. In these reviews, the Compensation Committee regularly consults with FW Cook for advice on the design and structure of the program, information on recent trends and developments in non-employee director compensation, general industry data, and analyses of the competitiveness of our non-employee director compensation levels relative to comparable companies.

In 2025, independent directors received a cash retainer for service on the Board at the annual rate of $125,000, payable quarterly in advance; the Chairs of our Audit Committee and Compensation Committee each received an additional retainer at an annual rate of $35,000, payable quarterly in advance, and our Vice Chair and Lead Independent Director received an additional annual retainer of $140,000, also payable quarterly in advance. These cash retainer levels were set in 2023 in consultation with FW Cook following the Compensation Committee’s review of market practices at a group of comparable companies and taking into consideration the level of work required of our directors. The Compensation Committee, in consultation with FW Cook, concluded that the cash retainers for independent directors, committee chair positions, and Vice Chair and Lead Independent Director remained reasonable for 2025 in light of the work expected in each role.

The Board believes that a substantial portion of director compensation should consist of equity-based compensation to assist in aligning the long-term interests of our directors with those of our stockholders. On April 17, 2025, each of our independent directors serving on the Board at that time received 21,582 RSUs under the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan (the “2016 Equity Plan”), which is described in more detail below. The RSUs vest on the earlier of April 17, 2026 or the date of the 2026 Annual Meeting of Stockholders, subject to the director’s continued service on our Board through the vesting date. Each RSU represents the right to receive an equivalent number of shares of our common stock, plus


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dividend equivalents, subject to the terms of the 2016 Equity Plan. The Compensation Committee recommended the amount of annual equity awards in consultation with FW Cook as part of its review of our director compensation relative to our compensation philosophy and objectives, comparable market practices for independent director compensation, and the work required of our directors.

The following table sets forth the compensation received by each independent director during 2025:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) 1	Total ($)
Donna J. Blank	160,000	180,000	340,000
Morris A. Davis2	40,000	—	40,000
John D. Fisk3	151,250	180,000	331,250
Christine L. Hurtsellers4	—	—	—
Andrew A. Johnson, Jr.	125,000	180,000	305,000
Prue B. Larocca	265,000	180,000	445,000
Paul E. Mullings	125,000	180,000	305,000
Frances R. Spark	125,000	180,000	305,000

1. The amounts reported in the “Stock Awards” column represent the grant date fair value of each award granted calculated in accordance with Financial Accounting Standards Board ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), as required by Securities and Exchange Commission (“SEC”) regulations. Each award represents the right to receive 21,582 shares of common stock (calculated by dividing the value of the award by the closing price of a share of common stock on the grant date, which was $8.34 on April 17, 2025). As of December 31, 2025, in connection with these awards, each independent director had unvested RSUs relating to 24,070 shares of common stock, including dividend equivalents on the RSUs.

2. Dr. Davis resigned from the Board and his position as Chair of the Compensation Committee in March 2025 in connection with his appointment as Chief Housing Economist to the Council of Economic Advisors to the President. His service at the Council of Economic Advisors ended in November 2025, and he was reappointed to the Board in January 2026.

3. Mr. Fisk was elected Chair of the Compensation Committee in March 2025.

4. Ms. Hurtsellers was appointed to the Board in December 2025.

The 2016 Equity Plan

The Company maintains the 2016 Equity Plan to provide our directors, executive officers, and other employees with equity incentive compensation. Stockholders initially approved the Company’s equity plan in December 2016 and subsequently approved an amendment and restatement with 91.7% of the shares voted in support at the 2021 Annual Meeting. Subject to adjustment as described in the 2016 Equity Plan, total awards under the 2016 Equity Plan are currently limited to 40,000,000 shares, inclusive of dividend equivalents paid on such awards. These shares may be shares of original issuance or treasury shares or a combination of the two, and awards may be time-vested or performance-vested.

The 2016 Equity Plan authorizes the Compensation Committee to provide equity-based compensation in the form of stock options, appreciation rights, restricted shares, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards denominated or payable in, or otherwise based on, shares of common stock, plus cash incentive awards, for the purpose of providing our non-employee directors, officers, and other employees, and those of our subsidiaries, incentives and rewards for service or performance. Although various types of awards are authorized under the 2016 Equity Plan, the Company has never made awards other than RSUs to any person. The 2016 Equity Plan places a limit on the dollar value of awards and other compensation that may be made to a director in any year. Independent directors may elect to defer distribution of their awards under the 2016 Equity Plan for a period of up to ten years; deferred awards are non-forfeitable following the vesting date.

The Company’s practice is to make annual equity awards in the form of RSUs to all employees one time per year on or about March 1 of each year, which is after the Company’s announcement of its prior year financial results (generally occurring prior to the end of January) and also typically promptly after public filing of the Company’s Annual Report on Form 10-K. Independent directors receive an annual equity award in the form of RSUs on the date of the Company’s Annual Meeting.

Independent Director Plan

The American Capital Agency Corp. Equity Incentive Plan for Independent Directors (the “Independent Director Plan”), created at the time of our IPO, provided for the issuance of equity-based awards to our independent directors and was terminated when our stockholders approved the 2016 Equity Plan, except with respect to then outstanding awards. Restricted stock units awarded under the Independent Director Plan conferred to the participant the right to receive common stock having a value equal to the number of shares of our common stock that were subject to the award. The holders of awards of restricted stock units were also entitled to receive dividend equivalents and could elect to defer distribution of their equity-based awards for a period of up to ten years. Deferred awards are non-forfeitable after the vesting date.

Stock Ownership Guidelines

Our Board believes that directors more effectively represent the best interests of the Company if they are stockholders themselves. Thus, each independent director is encouraged to own shares of our common stock equal in value to at least 5x the annual


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cash retainer paid to independent directors (which was $125,000 in 2025). Fully vested RSUs that have been deferred and unvested time-based RSUs are included in determining the number of shares held for this purpose. Although our independent directors do not receive performance-based equity awards, for the avoidance of doubt, unvested performance-based awards, if they were awarded, would not be included in the number of shares held for purposes of our share ownership guidelines. Until the stated minimum is met, each independent director must retain at least 50% of the shares of common stock received upon vesting, net of any shares withheld or sold to pay or reimburse taxes on such income. As of February 20, 2026, all of our directors were in compliance with their obligations under our stock ownership guidelines.

In addition, our Board has adopted a policy prohibiting our executive officers and directors from any hedging, pledging, or entering into margin loans with respect to any shares of our common stock (regardless of whether such stock is owned directly or indirectly, as such terms are used in the SEC rules promulgated under the Exchange Act) or from engaging in short sales of our common stock or entering into any other transaction or derivative agreement where they would earn a profit or offset losses due to a decline of our stock price.

The following table sets forth the total stock ownership of our independent directors, including beneficially owned, unvested, and deferred shares, as calculated pursuant to our stock ownership guidelines as of February 20, 2026:



Name	Beneficially Owned Shares (#)	Unvested Shares (#)	Vested/Deferred Shares 1 (#)	Total (#)
Donna J. Blank	21,591	24,325	53,732	99,648
Morris A. Davis2	—	—	—	—
John D. Fisk	72,712	24,325	21,412	118,449
Christine L. Hurtsellers	—	—	—	—
Andrew A. Johnson, Jr.	23,524	24,325	46,681	94,530
Prue B. Larocca	117,948	24,325	2,200	144,473
Paul E. Mullings	26,185	24,325	86,603	137,113
Frances R. Spark	34,717	24,325	48,876	107,918

1. Reflects shares that are fully vested but distribution has been deferred. Pursuant to the terms of the 2016 Equity Plan and the Independent Director Plan, directors may elect to defer distribution of their awards for a period of up to ten years. Deferral does not alter the vesting schedule, and vested and deferred shares are non-forfeitable.

2. Following his resignation from the Board in March 2025, Dr. Davis disposed of his previously held Company stock pursuant to government ethics requirements related to his position with the Council of Economic Advisors.

Director Resignation Policy

Our Bylaws require a candidate in an uncontested election for director to receive a majority of the votes cast in order to be elected as a director. Under this provision, each vote is specifically counted “for” or “against” the director’s election, unless a common stockholder abstains from voting with respect to the matter. A director nominee is required to receive more votes “for” than “against” to be elected. Pursuant to Delaware law, a director shall remain in office until his or her successor is elected and qualified even if the director has not received a vote sufficient for re-election. Thus, a corporation could have a “holdover” director. However, pursuant to our Board-approved director resignation policy, an incumbent director must tender his or her resignation to the Board if the director is nominated but not re-elected. The policy also requires the Compensation Committee to make a recommendation to the full Board on whether to accept or reject the resignation within 90 days of receipt of the tendered resignation and the full Board to make that determination. The Board would publicly disclose its decision by filing a Current Report on Form 8-K with the SEC within four business days of making its determination.

Any director who tenders his or her resignation pursuant to this policy may not participate in the Compensation Committee recommendation or Board action regarding whether to accept the resignation offer. If each member of the Compensation Committee does not receive a vote sufficient for re-election, then the independent directors who did receive a sufficient vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them. If only three or fewer directors receive a sufficient vote for re-election, all directors (other than the director who tendered the resignation under review) may participate in the action regarding whether to accept the resignation offers.

Certain Transactions with Related Persons

Related Person Transaction Policies

Our Board has adopted a policy regarding the approval of any “related person transaction,” which is any transaction or series of transactions in which we or any of our subsidiaries is or are to be a participant, the amount involved exceeds $120,000, and a “related person” (as defined under SEC rules) has a direct or indirect material interest. Under the policy, a related person would need to promptly disclose to our Secretary any related person transaction and all material facts about the transaction. Our Secretary would then promptly assess and communicate that information to the Audit Committee. Based on its consideration of all of the relevant facts


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and circumstances, the Audit Committee will decide whether or not to approve such transaction and will generally approve only those transactions that do not create a conflict of interest. If we become aware of an existing related person transaction that has not been pre-approved under this policy, the transaction will be referred to the Audit Committee, which will evaluate all options available, including ratification, revision, or termination of such transaction. Our policy requires any director who may be interested in a related person transaction to recuse himself or herself from any consideration of such related person transaction.

Our Code of Ethics, which is reviewed annually by our Board and provided to all of our directors, officers, and employees, requires that all such persons avoid any situations or relationships that involve actual or potential conflicts of interest, or perceived conflicts of interest, between an individual’s personal interests and the interests of AGNC. Pursuant to our Code of Ethics, each of these persons must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to their supervisor or our chief compliance officer. If a conflict is determined to exist, the person must disengage from the conflict situation or terminate his or her provision of services to us. Our president and chief executive officer, chief financial officer and principal accounting officer, controller, directors and certain other persons who may be designated by our Board or its Audit Committee, whom we collectively refer to as our financial executives, must consult with our chief compliance officer with respect to any proposed actions or arrangements that are not clearly consistent with our Code of Ethics. In the event that a financial executive desires to engage in a proposed action or arrangement that is not consistent with our Code of Ethics, the financial executive must obtain a waiver of the relevant provisions of our Code of Ethics in advance from our Audit Committee. We intend to post amendments to or waivers from the Code of Ethics (to the extent applicable to our financial executives) on our web site at www.AGNC.com.

Related Person Transactions

We did not enter into any transactions in 2025 in which any related person of ours had any material interest.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during fiscal year 2025 served as an officer, former officer, or employee of ours or had a relationship required to be disclosed under “Board and Governance Matters—Certain Transactions with Related Persons.” Further, during 2025, none of our executive officers served as:

•a member of the compensation committee (or equivalent) of any other entity, one of whose executive officers served as one of our directors or was an immediate family member of a director, or served on our Compensation Committee; or

•a director of any other entity, one of whose executive officers or their immediate family member served on our Compensation Committee.


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PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to our Certificate of Incorporation, our common stockholders elect each of the members of the Board annually. The term of each director will expire at the Annual Meeting. Each director has been nominated by the Compensation Committee of the Board in accordance with our Bylaws to stand for re-election at the Annual Meeting and to serve as a director until our Annual Meeting to be held in 2027 and until his or her successor is elected and qualified. It is expected that each of the nominees will be able to serve, but if any such nominee is unable to serve for any reason, the proxies reserve discretion to vote or refrain from voting for a substitute nominee or nominees. A common stockholder using the enclosed form of proxy can vote for or against any or all of the nominees or may abstain from voting for any or all of the nominees.

We believe that all of our nominees possess the personal and professional qualifications necessary to serve as a member of our Board and collectively represent a balance of industry knowledge, skills, and expertise. Our directors have been evaluated by the Compensation Committee pursuant to the guidelines described above under “Board and Governance Matters—Board Membership Criteria,” and the determination was made that each of them fulfills and exceeds the qualities that we look for in members of our Board. Mr. Kain is our Executive Chair, and Mr. Federico is our President, Chief Executive Officer and Chief Investment Officer. All other nominees are independent as defined in the Nasdaq rules.

Summary of Our Board’s Industry and Functional Expertise

We believe that our directors have a diversity of experience and a wide variety of skills and qualifications that strengthen their ability to provide guidance and oversight to the Company and management on behalf of stockholders.

The information set forth below with respect to each of our directors, each of whom is a nominee for election at the Annual Meeting, is as of February 20, 2026. The business address of each nominee is c/o AGNC Investment Corp., 7373 Wisconsin Avenue, 22nd Floor, Bethesda, Maryland 20814. We have highlighted specific attributes for each Board member below.

Director Nominee Biographies and Qualifications



						DONNA J. BLANK, 64
						Professional Experience: Ms. Blank is a finance executive with over 30 years of financial and operational experience, primarily in financial services. From 2015 through 2016, she was Chief Financial Officer at ZAIS Group, LLC, an alternative asset manager. While at ZAIS, Ms. Blank also served as the Chief Financial Officer of its externally managed publicly traded residential mortgage REIT and its public holding company. Prior to her role at ZAIS, she served as Chief Financial Officer and Executive Vice President at NFP Corp., a publicly traded insurance brokerage, from 2008 until 2013. From 2003 to 2008, Ms. Blank was Chief Financial Officer at Financial Guaranty Insurance Company, both before and subsequent to its sale by GE Capital to an investor group in late 2003. She currently serves as the Chair of the Audit and Risk Committee at Wellabe Mutual Holding Company. Ms. Blank holds an MBA in Finance and a Master of International Affairs, both from Columbia University. In 2022, she completed the MIT Sloan School of Management Executive Education program in Cybersecurity Leadership. Ms. Blank is an “audit committee financial expert” (as defined in Item 407 of Regulation S-K under the Securities Act). Director Qualifications: Ms. Blank’s extensive public company accounting and operational experience in the financial services sector, including her senior executive role at a publicly traded residential mortgage REIT, strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


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						MORRIS A. DAVIS, 54
						Professional Experience: Dr. Davis is the Paul V. Profeta Chair of Real Estate and Professor of Finance and Economics at Rutgers Business School, where he also serves as the Academic Director of the Center for Real Estate. He is also a Visiting Scholar of the Opportunity and Inclusive Growth Institute of the Federal Reserve Bank of Minneapolis and a Visiting Scholar at the Federal Reserve Bank of Chicago. A leading expert on housing markets, real estate finance, and urban economics, he previously held the James A. Graaskamp Chair at the University of Wisconsin-Madison and worked as an economist at the Federal Reserve Board. During 2025, Dr. Davis was the Chief Housing Economist at the Council of Economic Advisors (“CEA”) to the President. He is a sought-after commentator and lecturer on U.S. housing and macroeconomic trends, and his research, cited over 5,400 times, has appeared in top academic journals. Dr. Davis previously served as a Director of the Corporation from May 2008 until March 2025, when he resigned to join the CEA. He was reappointed to the Board in January 2026 following his departure from the CEA. Dr. Davis also serves on the Board of Directors of BOXABL Inc. He holds a Ph.D. in Economics from the University of Pennsylvania. Director Qualifications: Dr. Davis’s extensive expertise in economics, housing policy, and finance matters strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						PETER J. FEDERICO, 59
						Professional Experience: Mr. Federico has served as a Director and our Chief Executive Officer since July 2021, Chief Investment Officer since March 2025, and President since March 2018. He previously served as our Chief Operating Officer from March 2018 until July 2021, as Executive Vice President and Chief Financial Officer from July 2016 until March 2018, and as Senior Vice President and Chief Risk Officer from June 2011 until July 2016. Prior to joining AGNC Investment Corp., Mr. Federico served as Executive Vice President and Treasurer of Freddie Mac from October 2010 through May 2011, where he was primarily responsible for managing the company’s investment activities for its retained portfolio and developing, implementing, and managing risk mitigation strategies. He was also responsible for managing Freddie Mac’s $1.2 trillion interest rate derivative portfolio and short- and long-term debt issuance programs. Additionally, Mr. Federico served in a number of other capacities at Freddie Mac, including as Senior Vice President, Asset & Liability Management, during his tenure with the company, which began in 1988. Director Qualifications: Mr. Federico’s knowledge and understanding of our business as our President, Chief Executive Officer, and Chief Investment Officer and his expertise in risk mitigation strategies strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


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						JOHN D. FISK, 69
						Professional Experience: Mr. Fisk retired in March 2019 as the Chief Executive Officer of the FHLBanks Office of Finance, a division of the Federal Home Loan Banks that issues and services all debt securities for the regional Federal Home Loan Banks, supporting borrowings of $1 trillion. Mr. Fisk had previously served as the Deputy Managing Director and Chief Operating Officer of the FHLBanks Office of Finance from 2004 until 2007 when he became the Chief Executive Officer. Prior to joining the FHLBanks Office of Finance, Mr. Fisk was the Executive Vice President of Strategic Planning at MGIC Investment Corporation, one of the nation’s largest providers of mortgage insurance, from 2002 until 2004. Mr. Fisk also serves on the Board of Directors of Enact Holdings, Inc., where he chairs the Risk Committee and is a member of the Independent Capital Committee. Mr. Fisk holds an MBA in Finance and Public Management from The Wharton School at the University of Pennsylvania and a BA from Yale University. Director Qualifications: Mr. Fisk’s expertise in the US housing sector, including debt issuance and mortgage insurance, and his senior executive officer experience overseeing human capital management strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						Christine L. Hurtsellers, 62
						Professional Experience: Ms. Hurtsellers, CFA, is a former CEO and chief investment officer with deep experience in risk management and strategic planning in the financial services industry. From 2016 through 2024, she was Chief Executive Officer at Voya Investment Management, a financial services firm with over $360 billion in assets under management. Ms. Hurtsellers also served as Chief Investment Officer, Fixed Income, of Voya Investment Management from 2009 until 2016 and as the Head of Structured Finance and Senior Portfolio Manager of ING Investment Management (predecessor entity to Voya) from 2004 until 2009. Earlier in her career, Ms. Hurtsellers held portfolio management roles at Freddie Mac, AllianceBernstein, and Bank One. She currently serves on the Board of Trustees at Manulife John Hancock Funds and is a board member and the Head of Investment Committee at Chariot RE. Ms. Hurtsellers holds a BA in Finance from the Indiana University Kelley School of Business and is a chartered financial analyst (CFA). Director Qualifications: Ms. Hurtsellers’ lengthy tenure leading a major financial services firm and her investment experience in mortgages and the fixed income sector as a whole strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


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PROPOSAL 1: ELECTION OF DIRECTORS



						ANDREW A. JOHNSON, JR., 63
						Professional Experience: Mr. Johnson is an investment professional with over 20 years’ experience leading teams focused on fixed income investments. Mr. Johnson served as Managing Director, Head of Global Investment Grade Fixed Income and Chief Investment Officer for Neuberger Berman Investment Advisers, LLC and Neuberger Berman Fixed Income LLC from 2009 to 2019. He retired from his role as Managing Director and Chief Investment Officer in 2019 and transitioned to the role of Senior Diversity and Inclusion Leader at Neuberger Berman Services. In his current position, Mr. Johnson leads the firm’s efforts to improve diversity and inclusion in the workforce across Neuberger Berman entities. Prior to his roles at Neuberger Berman, from 2003 to 2009 Mr. Johnson was a Managing Director, Co-Head Investment Grade Fixed Income and Chief Investment Officer at Lehman Brothers Asset Management, LLC. He currently serves as a Non-Interested Trustee on the Board of Trustees of certain mutual funds advised by Hartford Mutual Funds, Inc. Mr. Johnson holds an MBA in Finance from the University of Chicago and a MSEE and BSEE from Illinois Institute of Technology. Director Qualifications: Mr. Johnson’s extensive background in fixed income investments and his experience working to improve diversity and inclusion in the workforce strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						GARY D. KAIN, 60
						Professional Experience: Mr. Kain has served as the Executive Chair of our Board of Directors since July 2021 and has been a Director since March 2016. Previously, he was our Chief Executive Officer from March 2016 until July 2021, Chief Investment Officer from January 2009 until July 2021, and President from April 2011 until March 2018. Prior to joining AGNC Investment Corp., Mr. Kain was Senior Vice President of Investments and Capital Markets of Freddie Mac from May 2008 to January 2009. He also served as Senior Vice President of Mortgage Investments & Structuring of Freddie Mac from February 2005 to April 2008, during which time he was responsible for managing all of Freddie Mac’s mortgage investment activities for the company’s $700 billion retained portfolio. From 2001 to 2005, Mr. Kain served as Vice President of Mortgage Portfolio Strategy at Freddie Mac. From 1995 to 2001, he was the head trader in Freddie Mac’s Securities Sales & Trading Group, where he was responsible for managing all trading decisions including REMIC structuring and underwriting, hedging all mortgage positions, income generation, and risk management. Prior to that, he served as a senior trader, responsible for managing the adjustable-rate mortgage and REMIC sectors. Director Qualifications: Mr. Kain’s extensive and lengthy expertise in the Agency mortgage sector and his deep knowledge of our business as our former Chief Executive Officer and Chief Investment Officer strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


14			AGNC INVESTMENT CORP. - Proxy Statement

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PROPOSAL 1: ELECTION OF DIRECTORS



						PRUE B. LAROCCA, 74
						Professional Experience: Ms. Larocca has served as our Lead Independent Director since May 2016 and has served as our Vice Chair since July 2021. She previously served as our Chair from May 2016 until July 2021. She is a retired investment banking executive and a widely recognized expert in the areas of housing finance and securitization. Ms. Larocca previously served as a member of the board of the Housing Preservation Foundation, the Washington School for Girls, and the American Securitization Trade Association. Ms. Larocca was a Managing Director of Royal Bank of Scotland (“RBS”) in the Mortgage Backed and Asset Backed Finance Group from 1997 until her retirement from RBS in 2011. Prior to joining RBS, Ms. Larocca was a Senior Vice President at Lehman Brothers in the mortgage finance business, managed the consumer and single-family securitization business for the Resolution Trust Corporation, and practiced law with the firms of Milbank, Tweed, Hadley and McCloy and Kutak Rock. She is a graduate of the Georgetown University Law Center and Indiana University. Director Qualifications: Ms. Larocca’s extensive expertise in mortgage finance and asset securitization strengthens our Board’s collective qualifications, skills, experience, and viewpoints.



						PAUL E. MULLINGS, 75
						Professional Experience: Mr. Mullings has over 40 years’ experience in the mortgage banking sector. Mr. Mullings served from 2015 until his retirement in 2020 as a Managing Director of The Collingwood Group, a SitusAMC company, a business advisory and risk management firm focused on the financial services industry. From 2005 to 2015, Mr. Mullings served as a Senior Vice President of Freddie Mac in the Single-Family Business division. While at Freddie Mac, he also served on the Operating, Management and Credit Risk Committees. Prior to joining Freddie Mac, Mr. Mullings was a Senior Vice President at J.P. Morgan Chase & Co. from 1997 to 2005 in the home finance area. Previously, Mr. Mullings was the President and Chief Executive Officer of the Mortgage Electronic Registration Systems, Inc. (MERS) and the President and Chief Executive Officer of the Residential Mortgage Division of the First Interstate Bank in Los Angeles. Mr. Mullings received his Overseas Certificate in Business Studies from the College of Arts, Science and Technology in Kingston, Jamaica, following which he became a Member of The Institute of Accounting Staff in conjunction with the Association of Certified Accountants in London, England. Director Qualifications: Mr. Mullings’ extensive senior executive officer experience in the mortgage banking sector and the secondary mortgage market strengthens our Board’s collective qualifications, skills, experience, and viewpoints.


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PROPOSAL 1: ELECTION OF DIRECTORS



						FRANCES R. SPARK, 67
						Professional Experience: Ms. Spark is an experienced finance professional with broad expertise in mortgage finance and financial reporting for publicly traded companies, including mortgage REITs. Ms. Spark served as the Chief Financial Officer and Treasurer for CYS Investments, Inc., a publicly traded mortgage REIT that invested predominantly in Agency mortgage-backed securities, from 2009 through 2016. Prior to the internalization of CYS’s management in 20

SEC Form DEF 14A filed by AGNC Investment Corp.