AGNC Investment Corp.
For the period ended Dec 31, 2025. Filed Feb 23, 2026.
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FY2025 · Filed Feb 23, 2026
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Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) informed us of theadoption ortermination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as each term is defined in Regulation S-K, Item 408), except as follows:
On December 4, 2025, Peter Federico, our President, Chief Executive Officer, Chief Investment Officer, and Director, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) providing for the sale of up to 193,234 shares of our common stock. The trading arrangement will expire on June 30, 2026 or earlier if all transactions under the trading arrangement are completed.
Supplement to U.S. Federal Income Tax Considerations
The following summary of certain U.S. federal income tax considerations supplements the discussion set forth under the heading "U.S. Federal Income Tax Considerations" in the shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on May 9, 2024, including the base prospectus dated as of May 9, 2024 (the "Prospectus"), as amended by the prospectus supplement to the Prospectus dated as of April 24, 2025, and under the headings "Regulatory Requirements" and "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, and is subject to the qualifications set forth therein. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus. The following summary is for general information only and is not tax advice. This discussion does not purport to deal with all aspects of taxation that may be relevant to our shareholders in light of their personal investment or tax circumstances.
New legislation has been recently enacted that modifies certain disclosures in "U.S. Federal Income Tax Considerations" of the Prospectus. Please see below for a brief description of these modifications.
As described in the Prospectus, stockholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including capital gain dividends or dividends eligible for the reduced rates applicable to "qualified dividend income"), subject to certain limitations. Although originally scheduled to expire for taxable years beginning on or after January 1, 2026, the new legislation makes this 20% deduction permanent.
The limitation on a REIT's ownership of TRS securities has been increased from 20% to 25% of the value of the REIT's total assets, effective for taxable years beginning after December 31, 2025.
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