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 1/1,000interest in a share of 8.75% Series HFixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01, with a liquidation preference of $25,000 per share (equivalent to a$25.00 liquidation preference per depositary share) (the “Series H Preferred Stock”). Each depositary share, evidenced by a depositaryreceipt, entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Series H PreferredStock (including dividend, voting, redemption and liquidation rights). The 12,000 shares of Series H Preferred Stock underlying thedepositary shares will be deposited with Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary.th We will pay quarterly cumulative cash dividends on the Series H Preferred Stock based on the stated liquidation preference of $25.00 pershare, in arrears, when and as declared, on the 15day of each January, April, July and October, beginning on January 15, 2026 (provided thatif any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date(as defined herein) may be paid on the next succeeding business day). Dividends will accumulate and be cumulative from, and including, thedate of original issuance of the Series H Preferred Stock, at a fixed rate equal to 8.75% (equivalent to $2,187.50 per annum per share of SeriesH Preferred Stock or $2.1875 per annum per depositary share).th Generally, the Series H Preferred Stock will not be redeemable before October 15, 2030, except under circumstances intended to preserveour qualification as a real estate investment trust, or REIT, for federal income tax purposes and except as described below upon the occurrenceof a Change of Control (as defined herein). On or after October 15, 2030, we may, at our option, redeem any or all of the shares of the Series HPreferred Stock at $25,000 per 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 sharesof Series H Preferred Stock within 120 days after the first date on which such Change of Control occurred at $25,000 per share ($25.00 perdepositary share) plus any accumulated and unpaid dividends to, but not including, the redemption date. If we redeem the Series H PreferredStock, the depositary will redeem 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 or redeemed by us orconverted into our common stock in connection with a Change of Control by the holders of Series 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 redeemthe Series H Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined herein)) to convert some or all of the Series H Preferred Stock held by such holder on the Change of ControlConversion Date into a number of shares of our common stock per share of Series H Preferred Stock equal to the lesser of: •the quotient obtained by dividing (i) the sum of the $25,000 liquidation preference per share of the Series H Preferred Stock(equivalent to $25.00 per depositary share) plus the amount of any accumulated and unpaid dividends thereon to, but notincluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date(as defined herein) and prior to the corresponding dividend payment date for the Series H Preferred Stock, in which case noadditional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as definedherein); and •5,122.95 (equivalent to 5.12295 per depositary share) (the “Share Cap”), subject to certain adjustments as explained herein; in each case, on the terms and subject to the conditions described in this prospectus supplement, including provisions for the receipt, underspecified circumstances, of alternative consideration as described in this prospectus supplement. Because each depositary share represents a1/1,000interest in a share of Series H Preferred Stock, the number of shares of common stock ultimately received for each depositary sharewill be equal to the number of shares of common stock received upon conversion of each share of Series H Preferred Stock divided by 1,000. Inthe event that the conversi