AGNC (AGNC) Executive Chair reports 58,512-share tax-withholding disposition

Rhea-AI Filing Summary

AGNC Investment Corp. Executive Chair Gary D. Kain reported a tax-withholding share disposition tied to vesting equity awards. On March 16, 2026, 58,512 shares of common stock were disposed of at $10.33 per share to cover required tax withholdings on restricted stock unit vesting, rather than through an open-market sale.

After this withholding event, Kain directly holds 1,956,773.101 shares of AGNC common stock and 10,900 shares of Series D preferred stock. He also has an indirect position of 517,920 common shares held by a family trust, indicating a substantial remaining ownership stake following the routine tax-related transaction.

Insights

Equity compensation and insider-transactions analyst

AGNC’s chair reported a routine tax-withholding share disposition, retaining a large equity stake.

The filing shows Executive Chair Gary D. Kain had 58,512 AGNC common shares withheld at $10.33 per share on March 16, 2026. Footnotes clarify this was to satisfy tax obligations upon vesting of restricted stock unit awards, not an open-market sale.

Following the transaction, Kain still directly owns 1,956,773.101 common shares and 10,900 Series D preferred shares, plus 517,920 common shares held via a family trust. The transactionSummary flags one tax-withholding event and no open-market buys or sells, suggesting this is a standard equity-compensation event rather than a change in investment stance.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kain Gary D

(Last) (First) (Middle)

AGNC INVESTMENT CORP.

7373 WISCONSIN AVENUE 22ND FL

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGNC Investment Corp. [ AGNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Director, Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		F		58,512(1)	D	$10.33	1,956,773.101(2)	D
Series D Preferred Stock								10,900	D
Common Stock								517,920	I	By family trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Dispositions represent shares withheld upon vesting of restricted stock unit awards to cover required tax withholdings.

2. Includes 4,757 dividend equivalent restricted stock units received on previously granted RSU awards since the Reporting Person's last Form 4 filing.

	/s/ Gary Kain	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did AGNC (AGNC) Executive Chair Gary Kain report?

Gary Kain reported a tax-withholding disposition of 58,512 AGNC common shares at $10.33 per share. The shares were withheld to cover taxes due on vesting restricted stock units, rather than being sold in the open market.

Was Gary Kain’s AGNC Form 4 transaction an open-market sale of shares?

No, the Form 4 shows no open-market sale. Instead, 58,512 AGNC common shares were withheld to satisfy required tax withholdings upon RSU vesting, a routine equity-compensation event rather than a discretionary sale decision.

How many AGNC common shares does Gary Kain hold after this Form 4 event?

After the tax-withholding disposition, Gary Kain directly owns 1,956,773.101 AGNC common shares. He also has an indirect holding of 517,920 common shares through a family trust, indicating a substantial overall ownership position in the company.

What preferred stock holdings does Gary Kain report at AGNC Investment Corp.?

The Form 4 shows Gary Kain directly holds 10,900 shares of AGNC’s Series D Preferred Stock. This preferred position is in addition to his large common stock holdings reported as of the same transaction date, March 16, 2026.

How does the AGNC Form 4 classify Gary Kain’s 58,512-share transaction?

The transaction is coded “F” and described as a payment of tax liability by delivering securities. It is characterized as a tax-withholding disposition of 58,512 AGNC common shares tied to restricted stock unit vesting, not a typical buy or sell trade.

Does the AGNC Form 4 show any remaining derivative or option positions for Gary Kain?

No derivative positions are listed in the derivative summary section. The filing focuses on common and preferred stock holdings, and the only reported transaction is the tax-withholding disposition related to restricted stock unit vesting on March 16, 2026.