AGNC Investment Corp美股招股说明书(2025-04-24版)

Woods, Inc., Moelis & Company LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC, Virtu Americas LLC,and Wells Fargo Securities, LLC, each of which we refer to individually as a sales agent and together as the sales agents, relating to shares ofcommon stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of each of the sales Our common stock is listed on the Nasdaq Global Select Market under the symbol “AGNC”. The last reported sale price of ourcommon stock on the Nasdaq Global Select Market on April 23, 2025 was $8.61 per share.Sales, if any, of common stock under the sales agreements may be made in ordinary brokers’ transactions, to or through a marketmaker, on or through the Nasdaq Global Select Market or any other market venue where the securities may be traded, in the over-the-countermarket, in privately negotiated transactions (including block transactions), or through a combination of any such methods of sale. The sales Each sales agent will receive from us a commission equal to up to 1.0% of the gross proceeds from the sales of shares sold through itunder the applicable sales agreement. In connection with the sale of the shares of common stock on our behalf, each sales agent may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, and the compensation of each sales agent may be deemedto be underwriting commissions or discounts.There are restrictions on ownership of our common stock intended to preserve our qualification as a real estate investment trust, orREIT, for U.S. federal income tax purposes. Please see the section entitled “Description of Equity Securities-Restrictions on Ownership andTransfer of Our Capital Stock” in the accompanying prospectus. Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.Neither the Securities and Exchange Commission, any state securities commission, nor any other regulatory body has approvedor disapproved of these securities or determined if this prospectus supplement and the prospectus to which it relates are truthful and Goldman Sachs & Co. LLCBarclaysCitadel SecuritiesCitizens Capital MarketsJ.P. Morgan Keefe, Bruyette & WoodsA Stifel CompanyMoelis & CompanyMorgan StanleyRBC Capital MarketsUBS Investment Bank The date of this prospectus supplement is April 24, 2025. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and thesecurities offered hereby, and also adds to and updates information contained in the accompanying base prospectus and the documentsincorporated by reference into this prospectus supplement and the base prospectus. The second part, the base prospectus, gives more general into this prospectus supplement. This prospectus supplement, the accompanying prospectus and the documents incorporated into each byreference include important information about us, the common stock being offered and other information you should know before investing. You should read this prospectus supplement and the accompanying prospectus together with the additional information described under theheading, “Where You Can Find More Information” before investing in our common stock.You should rely only on the information contained in or incorporated by reference into this prospectus supplement and theaccompanying prospectus. We have not, and the sales agents have not, authorized any other person to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the sales i This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein,contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Theseforward looking statements include information about possible or assumed future results of our business and our financial condition, liquidity,results of operations, plans and objectives. They also include, among other things, statements concerning anticipated revenues, income or loss,capital expenditures, dividends, capital structure, or other financial terms, as well as statements regarding subjects that are forward looking bytheir nature, such as: target investments;legislative and regulatory changes (including changes to laws governing the taxation of REITs or applicable exemptions from the Investment Company Act of 1940, as amended (the “Investment Company Act”));the use of the net proceeds from this offering;our ability to maintain our qualification as a REIT (including income and asset requirements for U.S. federal income tax purposes) andthe limitations imposed on our business by our status a