AGNC Investment Corp. Prices Public Offering of Depositary Shares

BETHESDA, Md. – September 3, 2025 – AGNC Investment Corp. (Nasdaq: AGNC) has announced the pricing of a public offering of 12,000,000 depositary shares, each representing a 1/1,000th interest in a share of the Company’s 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock. The offering prices the depositary shares with a liquidation preference of $25.00 per share, resulting in gross proceeds of $300 million before underwriting discounts and other estimated offering expenses.

Underwriters have been granted a 30-day option to purchase up to an additional 1,800,000 Depositary Shares to cover overallotments. AGNC intends to list the Depositary Shares on The Nasdaq Global Select Market under the symbol “AGNCZ.” The offering, subject to customary closing conditions, is anticipated to close around September 10, 2025.

AGNC intends to deploy the net proceeds from this offering into a diversified portfolio of assets including Agency securities, non-Agency securities such as credit risk transfer securities, other real estate-related investments, and hedging instruments. This allocation strategy underscores AGNC’s commitment to capitalizing on opportunities within the housing, mortgage, and broader real estate markets, while also providing flexibility for general corporate purposes.

The offering is being managed by a consortium of financial institutions, with Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Investment Bank, Wells Fargo Securities LLC, Citigroup Global Markets Inc., and Keefe, Bruyette & Woods, Inc., serving as joint book-running managers. Barclays Capital Inc. is acting as the co-manager for the offering.

This offering is made under AGNC’s existing shelf registration statement on Form S-3, previously filed with the Securities and Exchange Commission (SEC). Detailed information can be found in the preliminary and final prospectus supplements, available on the SEC’s website.

Strategic Implications for AGNC and the Mortgage REIT Landscape

This capital raise comes at a complex time for mortgage REITs like AGNC. Rising interest rates and volatile market conditions have presented challenges to the sector. By issuing preferred stock, AGNC is opting for a structure that bolsters its capital base without diluting existing common shareholders as much as a common stock offering would. The fixed-rate nature of the preferred stock also provides predictable funding costs in a fluctuating rate environment.

The allocation strategy of the proceeds is noteworthy. The inclusion of credit risk transfer (CRT) securities signals AGNC’s willingness to take on more credit risk, albeit within a specific framework. CRT securities are often tied to the performance of underlying mortgage pools, allowing investors to participate in the housing market while transferring some credit risk away from government-sponsored enterprises (GSEs) like Fannie Mae and Freddie Mac.

However, this strategy also introduces potential risks. The performance of CRT securities is inherently linked to the health of the housing market and the creditworthiness of borrowers. Economic downturns or unexpected increases in mortgage defaults could negatively impact the value of these assets. Effective risk management, including the strategic use of hedging instruments, will be critical for AGNC to navigate these challenges.

From a broader perspective, AGNC’s move reflects a continued effort within the mortgage REIT industry to adapt to the evolving macroeconomic landscape. Companies are increasingly looking to diversify their asset base and optimize their capital structures to enhance resilience and generate sustainable returns for shareholders.

About AGNC Investment Corp.

AGNC Investment Corp. (Nasdaq: AGNC), founded in 2008, is a leading investor in Agency residential mortgage-backed securities (Agency MBS), benefiting from guarantees against credit losses by Fannie Mae, Freddie Mac, or Ginnie Mae. The company leverages its investments and employs dynamic risk management strategies to mitigate interest rate and market risks.

AGNC has a history of delivering long-term returns to its stockholders through monthly dividend income, having distributed over $14 billion in common stock dividends since its inception. The company provides private capital to the U.S. residential housing market and utilizes a team with extensive experience in managing mortgage assets across market cycles.

Forward-Looking Statements

This announcement contains forward-looking statements, including those related to the size, completion, and timing of the securities offering, as well as the anticipated use of net proceeds. These statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There is no guarantee that the securities offering will be completed on the anticipated terms, or at all, or that the net proceeds will be used as indicated. The completion of the offering and the application of net proceeds are subject to numerous conditions, including changes in interest rates, the yield curve, prepayment rates, financing availability, market value of assets, general economic conditions, market conditions, conditions in the Agency securities market (potentially impacted by Federal Reserve policies), legislative and regulatory changes affecting the Company’s business, and other factors detailed in the prospectus supplements, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and other SEC filings. The Company does not undertake any obligation to update these statements after the date of this release.

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