AGNC Investment Corp

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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:

AGNC Investment Corp.

(Name of Registrant as Specified in its Charter)

AGNC INVESTMENT CORP.

NOTICE OF 2024 ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON APRIL 18, 2024

BY ORDER OF THE BOARD OF

DIRECTORS,

Kenneth L. Pollack

Executive Vice President and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THEANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 18, 2024 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, 2023, are available free of charge on the internet at www.AGNC.com/2024proxymaterials.

AGNC INVESTMENT CORP. AT A GLANCE

PROXY SUMMARY

Items to Be Voted

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 2024 Annual Meeting (the “Annual Meeting”). See “Questions and Answers About the 2024 Annual Meeting and Voting” on page 53 of this proxy statement for additional information regarding voting.

How to Participate in the Meeting

Our Annual Meeting will be held in a virtual format. There will be no physical location for the Annual Meeting, and you will not be able to attend in person. As described in additional detail in this proxy summary and in the “Questions and Answers About the 2024 Annual Meeting and Voting” section on page 53, we believe 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. If you are an eligible stockholder, you may attend the meeting virtually by visiting www.virtualshareholdermeeting.com/AGNC2024 and logging in using the 16-digit control number printed on your notice, proxy card, voting instruction form, or in the email sending you the proxy statement.

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 home ownership in the U.S.

1. Data as of December 31, 2023.

2. Total stock return is measured from AGNC’s May 2008 IPO through December 31, 2023. 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.

From our May 2008 IPO through December 31, 2023, AGNC has declared $12.9 billion in common stock dividends, or $47.20 per common share, and has generated a total stock return of 349%, compared to 88% for the Bloomberg Mortgage REIT Index, 143% for the S&P 500 Financials Index, and 104% for the S&P 500 Real Estate Index.

AGNC INVESTMENT CORP. AT A GLANCE

1. Total stock return is measured from AGNC’s May 2008 IPO through December 31, 2023. 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

The AGNC management team is led by Peter Federico, our President and Chief Executive Officer, and Christopher Kuehl, our Executive Vice President and Chief Investment Officer. Following our successful leadership transition in July 2021, Gary Kain, previously our Chief Executive Officer and Chief Investment Officer, now serves as Executive Chair of our Board of Directors (the“Board”). Messrs. Federico, Kuehl, and Kain collectively have over 90 years of experience investing in mortgage-backed securities (“MBS”) and have worked together at AGNC for the last 13 years. Messrs. Federico, Kuehl, and Kain, together with the other members of our management team, possess a broad mix of mortgage investment expertise and experience.

Board of Directors

AGNC’s Board is currently comprised of nine members, including seven 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 our Board’s backgrounds, skill sets, experience, and diversity to ensure they align with the Company’s go-forward strategy. 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.”

AGNC INVESTMENT CORP. AT A GLANCE

Director Nominees

1. Metrics as of February 23, 2024.

AGNC INVESTMENT CORP. AT A GLANCE

Director Skills Matrix

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 sustainability 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 2023, we held a successful equity-research-analyst event following the Nasdaq opening bell ringing ceremony celebrating AGNC’s fifteenth anniversary as a public company, participated in seven investor conferences, held over 160 meetings and calls with institutional investors, and responded to over 500 letters, emails, and calls from retail investors. In the fall of 2023, we engaged in a robust outreach program, contacting our top 50 institutional stockholders by shares of common stock owned, which collectively represented 89% 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 and sustainability practices. In our calls with institutional investors, we discussed the Company’s proposals at the 2022 and 2023 Annual Meetings to revise the Company’s Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to eliminate certain supermajority voting provisions. We discussed the efforts undertaken by the Company in two consecutive years to amend these provisions, the challenges faced in obtaining the necessary approval, and the declining support by stockholders voting at each successive meeting. All investors with whom we spoke agreed with the reasonableness of the Company’s determination not to re-propose these amendments again at this year’s Annual Meeting. Additional discussion on the proposed amendments and the Company’s decision not to include the amendments on the agenda is included in the “Corporate Governance” discussion on page 2.

In addition to our stockholder engagement with respect to our Certificate of Incorporation, stockholders with whom we spoke expressed general support for our corporate governance, sustainability, and compensation practices. In November, we published our third annual ESG 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 2023, we purchased carbon offsets and renewable energy certificates to offset the entirety of our 2022 Scope 1 and Scope 2 emissions, respectively.

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

AGNC INVESTMENT CORP. AT A GLANCE

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 feedback we heard from stockholders during our prior outreach efforts, the Compensation Committee has 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 that a substantial portion of our NEOs’ total target compensation is allocated to long-term equity, simplifying the annual Corporate Scorecard to increase reliance on financial performance and better align to our strategic objectives, and improving disclosure to provide greater context for our compensation programs. The Compensation Committee’s continuing review of our pay practices resulted in further adjustments to components of pay among the elements of our compensation package to NEOs in 2023. These adjustments are discussed in greater detail in the “Summary of Recent Compensation Changes” section on page 26. Following these adjustments, our compensation program continues to be heavily weighted towards performance, with a meaningful percentage of each NEO’s compensation in the form of LTI awards based on company performance over a three-year period. At our 2023 Annual Meeting, 94% of our stockholders present or represented at the annual meeting and entitled to vote on the matter supported our advisory resolution on executive compensation.