UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
______________________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AGNC Investment Corp.
(Exact name of registrant as specified in its charter)
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| Delaware | 26-1701984 | ||||
| (State of incorporation or organization) | (IRS Employer Identification No.) | ||||
| 7373 Wisconsin Ave, 22nd Floor Bethesda, Maryland | 20814 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which | ||||
| to be so registered | each class is to be registered | ||||
Depositary Shares (each representing a 1/1,000th interest in a share of 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock) | The Nasdaq Stock Market LLC | ||||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. [ ]
If this relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. [ ]
Securities Act registration statement file number to which this form relates: File No. 333-279249
Securities to be registered pursuant to Section 12(g) of the Act: None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereunder are the depositary shares (each a “Depositary Share” and collectively the “Depositary Shares”), each representing a 1/1,000th interest in a share of 8.75% Series H Fixed-Rate Cumulative Redeemable Preferred Stock, $0.01 par value, with a liquidation preference of $25,000 per share (equivalent to a $25.00 liquidation preference per Depositary Share) (the “Series H Preferred Stock”) of AGNC Investment Corp. (the “Company”). The description of the terms of the Depositary Shares and the Series H Preferred Stock set forth under the headings “Description of the Depositary Shares” and “Description of the Series H Preferred Stock” in the Company’s Prospectus Supplement dated September 3, 2025 and under the headings “Description of Depositary Shares” and “Description of Equity Securities—Preferred Stock” in the accompanying prospectus that constitutes a part of the Company’s Shelf Registration Statement on Form S-3ASR (File No. 333-279249) filed under the Securities Act of 1933, as amended are incorporated herein by reference.
Item 2. Exhibits.
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 3.4 | |||||
| 3.5 | |||||
| 3.6 | |||||
| 3.7 | |||||
| 3.8 | |||||
| 4.1 | |||||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| AGNC INVESTMENT CORP. | ||||||||
| Dated: September 10, 2025 | By: | /s/ Peter J. Federico | ||||||
| Peter J. Federico | ||||||||
| Director, President, Chief Executive Officer and Chief Investment Officer | ||||||||