AGNC投资公司美国招股说明书（2025年4月24日版）

Common Stock We have entered into separate sales agreements, each dated as of April 24, 2025, with each of Goldman Sachs & Co. LLC, BarclaysCapital Inc., BTIG LLC, Citadel Securities Institutional LLC, Citizens JMP Securities, LLC, J.P. Morgan Securities LLC, Keefe, Bruyette &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 salesagents may also sell our common stock by any other method permitted by law. Each sales agent will make all sales on a best efforts basis using 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 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 and Investing in our common stock involves risks. See “Risk Factors” beginning on page S-3of this prospectussupplement and on page 1 of the accompanying prospectus, as well as those described in our most recent Annual 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 andcomplete. Any representation to the contrary is a criminal offense. Goldman Sachs & Co. LLCCitadel SecuritiesKeefe, Bruyette & WoodsA Stifel Company The date of this prospectus supplement is April 24, 2025. About This Prospectus SupplementCautionary Statement Regarding Forward-Looking StatementsProspectus SummaryUse of ProceedsRisk FactorsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Documents by Reference About this ProspectusThe CompanyRisk FactorsUse of ProceedsPlan of DistributionDescription of Equity SecuritiesDescription of Debt SecuritiesDescription of Depositary SharesU.S. Federal Income Tax ConsiderationsLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Documents by Reference ABOUT THIS PROSPECTUS SUPPLEMENT 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 If there is any inconsistency between information in or incorporated by reference into the base prospectus and information in orincorporated by reference into this prospectus supplement, you should rely only on the information contained in or incorporated by referenceinto 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 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 salesagents are not, making an offer to sell these securities in any jurisdiction where the offer or sale thereof is not permitted. You should CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS 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