AGNC Investment Corp美股招股说明书(2025-09-05版)

12,000,000 Depositary SharesEach Representing a 1/1,000thInterest in a Share of8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock(Liquidation Preference Equivalent to $25.00 Per Depositary Share)__________________ AGNC Investment Corp. is offering 12,000,000 depositary shares, each representing a 1/1,000thinterest in ashare of 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01, with a liquidationpreference of $25,000 per share (equivalent to a $25.00 liquidation preference per depositary share) (the “SeriesH Preferred Stock”). Each depositary share, evidenced by a depositary receipt, entitles the holder, through thedepositary, to a proportional fractional interest in all rights and preferences of the Series H Preferred Stock(including dividend, voting, redemption and liquidation rights). The 12,000 shares of Series H Preferred Stockunderlying the depositary shares will be deposited with Computershare Inc. and Computershare Trust Company,N.A., jointly as depositary. We will pay quarterly cumulative cash dividends on the Series H Preferred Stock based on the stated liquidationpreference of $25.00 per share, in arrears, when and as declared, on the 15thday of each January, April, July andOctober, beginning on January 15, 2026 (provided that if any dividend payment date is not a business day, then thedividend which would otherwise have been payable on that dividend payment date (as defined herein) may be paidon the next succeeding business day). Dividends will accumulate and be cumulative from, and including, the date oforiginal issuance of the Series H Preferred Stock, at a fixed rate equal to 8.75% (equivalent to $2,187.50 per annumper share of Series H Preferred Stock or $2.1875 per annum per depositary share). Generally, the Series H Preferred Stock will not be redeemable before October 15, 2030, except undercircumstances intended to preserve our qualification as a real estate investment trust, or REIT, for federal income taxpurposes and except as described below upon the occurrence of a Change of Control (as defined herein). On or afterOctober 15, 2030, we may, at our option, redeem any or all of the shares of the Series H Preferred Stock at $25,000per share (equivalent to $25.00 per depositary share) plus any accumulated and unpaid dividends to, but notincluding, the redemption date. In addition, upon the occurrence of a Change of Control, we may, at our option, redeem any or all of the shares of Series H Preferred Stock within 120 days after the first date on which suchChange of Control occurred at $25,000 per share ($25.00 per depositary share) plus any accumulated and unpaiddividends to, but not including, the redemption date. If we redeem the Series H Preferred Stock, the depositary willredeem a proportionate number of depositary shares. The Series H Preferred Stock has no stated maturity, is notsubject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased orredeemed by us or converted into our common stock in connection with a Change of Control by the holders ofSeries H Preferred Stock. Upon the occurrence of a Change of Control, each holder of Series H Preferred Stock will have the right(subject to our election to redeem the Series H Preferred Stock in whole or in part, as described above, prior to theChange of Control Conversion Date (as defined herein)) to convert some or all of the Series H Preferred Stock held by such holder onthe Change of Control Conversion Date into a number of shares of our common stock per share of Series HPreferred Stock equal to the lesser of: •the quotient obtained by dividing (i) the sum of the $25,000 liquidation preference per share of the SeriesH Preferred Stock (equivalent to $25.00 per depositary share) plus the amount of any accumulated andunpaid dividends thereon to, but not including, the Change of Control Conversion Date (unless theChange of Control Conversion Date is after a dividend record date (as defined herein) and prior to thecorresponding dividend payment date for the Series H Preferred Stock, in which case no additionalamount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common StockPrice (as defined herein); and •5,122.95 (equivalent to 5.12295 per depositary share) (the “Share Cap”), subject to certain adjustments asexplained herein; in each case, on the terms and subject to the conditions described in this prospectus supplement, includingprovisions for the receipt, under specified circumstances, of alternative consideration as described in this prospectussupplement. Because each depositary share represents a 1/1,000thinterest in a share of Series H Preferred Stock, thenumber of shares of common stock ultimately received for each depositary share will be equal to the number ofshares of common stock received upon conversion of each share of Series H Preferred Stock divided by 1,000. In theevent that the conversion woul