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

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Check the appropriate box:

AGNC Investment Corp.

(Name of Registrant as Specified in its Charter)

AGNC INVESTMENT CORP.

NOTICE OF 2026 ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON APRIL 16, 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 THEANNUAL 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.

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 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.

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.

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.”

AGNC INVESTMENT CORP. AT A GLANCE

Director Nominees

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.

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

AGNC INVESTMENT CORP. AT A GLANCE

Director Skills Matrix

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.