[8-K] AGNC Investment Corp. Reports Material Event

Rhea-AI Filing Summary

Caterpillar (CAT) Form 4 – CFO Andrew R. J. Bonfield

On 07/17/2025 the CFO exercised two tranches of employee stock options, acquiring a total of 37,497 shares (14,186 at $196.70, exp. 03/07/2032; 23,311 at $253.98, exp. 03/06/2033). Simultaneously, he effected two F-code transactions—typically tax-related sales—disposing of 27,479 shares at $416.39 per share.

Post-transaction direct ownership stands at 65,422 CAT shares. One 2022 option grant is now fully exercised (zero remaining), while 11,655 options from the 2023 grant remain outstanding.

The filing results in a net increase of roughly 10,000 shares to the CFO’s direct stake, indicating ongoing alignment with shareholders, although the concurrent sales partially monetize gains at an all-time-high price level. Activity appears routine and does not alter control or capital structure.

Positive

• Net increase of ~10,000 shares to CFO’s direct ownership, indicating continued alignment with shareholders.
• Full exercise of 2022 option grant eliminates overhang and shows confidence in long-term value.

Negative

• Disposition of 27,479 shares at record highs may be viewed as profit-taking.
• Remaining unexercised options (11,655 shares) still represent potential future dilution.

Insights

Financial Analyst

TL;DR: Routine option exercise; modest net share increase; limited signalling value.

The CFO converted deep-in-the-money options worth ~$12–15 m and sold 27.5 k shares, retaining 65 k shares and 11.7 k options. Net purchase of ~10 k shares is small versus his total exposure and CAT’s 512 m shares O/S, so market impact should be negligible. The mixed buy/sell pattern is typical for tax and liquidity management. No change to corporate outlook, leverage or guidance; therefore I classify the event as neutral for valuation.

Portfolio Manager

TL;DR: Insider activity neutral-to-slightly negative; sale magnitude overshadows net add.

While Bonfield’s net position rises, the headline sale of 27 k shares at $416 could be interpreted as profit-taking near highs, possibly dampening short-term sentiment. Still, his remaining stake (~$27 m) keeps him meaningfully aligned. Given CAT’s daily volume (~3 m shares), trade size is immaterial. I regard the disclosure as non-impactful for portfolio weighting decisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________ 

FORM 8-K

 __________________________________________________

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

__________________________________________________

AGNC INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

__________________________________________________

Delaware			001-34057			26-1701984
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

7373 Wisconsin Avenue, 22nd Floor

Bethesda, Maryland 20814

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(301) 968-9300

N/A

(Former name or former address, if changed since last report)

 __________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on Which Registered

Common Stock, par value $0.01 per share

AGNC

The Nasdaq Global Select Market

Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCN

The Nasdaq Global Select Market

Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCM

The Nasdaq Global Select Market

Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCO

The Nasdaq Global Select Market

Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCP

The Nasdaq Global Select Market

Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative Redeemable Preferred Stock

AGNCL

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o

Item 2.02 Results of Operations and Financial Condition

On July 21, 2025, AGNC Investment Corp. issued a press release announcing its financial results for the quarter ended June 30, 2025. The text of the aforementioned press release is included as exhibit 99.1 to this Form 8-K. The press release included the following financial information for the quarter:

•Total comprehensive loss for the second quarter of 2025 of $(0.13) per share of common stock, comprised of $(0.17) net loss per common share and $0.05 other comprehensive income (“OCI”) per common share on investments marked-to-market through OCI;

•Tangible net book value of $7.81 per share of common stock as of June 30, 2025, which amount excludes $526 million, or $0.50 per common share, of goodwill as of June 30, 2025;

•$82.3 billion fair value of its investment portfolio as of June 30, 2025, inclusive of net forward purchases and sales of Agency mortgage-backed securities, in the “to-be-announced” (“TBA”) market;

•Tangible net book value “at risk” leverage ratio was 7.6x as of June 30, 2025. Tangible net book value “at risk” leverage represents the ratio of the amount outstanding under its investment securities’ repurchase agreements, debt of consolidated variable interest entities, net TBA position (at cost) and net receivable / payable for unsettled investment securities outstanding to the sum of total stockholders’ equity adjusted to exclude goodwill as of period end (repurchase agreements used to fund U.S. Treasury securities are excluded from the Company’s leverage measurement);

•Economic return on tangible common equity of -1.0% for the second quarter, comprised of $0.36 dividend per share of common stock declared during the second quarter and $(0.44) decrease in tangible net book value per common share;

•Cash and unencumbered Agency MBS of $6.4 billion as of June 30, 2025; and

•Issued 92.6 million shares of common equity through At-the-Market Offerings for net proceeds of $799 million.

Pursuant to the rules and regulations of the Securities and Exchange Commission, exhibit 99.1 to this Form 8-K and the information set forth therein, shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Pursuant to the rules and regulations of the SEC, the information provided in this Item 2.02 of this Form 8-K shall be deemed “filed” for purposes of Section 18 of the Exchange Act, and shall be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(a) None.

(b) None.

(c) Exhibits

Exhibit No.						Description
99.1						Press Release dated			July 21, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									AGNC INVESTMENT CORP.
Dated:			July 21, 2025			By:			/s/ BERNICE E. BELL
									Bernice E. Bell
									Executive Vice President and Chief Financial Officer

FAQ

How many Caterpillar shares did the CFO acquire in the latest Form 4?

He obtained 37,497 shares via option exercises on 07/17/2025.

At what price did Andrew Bonfield sell Caterpillar stock?

The reported sales (F-code) were executed at $416.39 per share.

What is the CFO’s current direct ownership after the transactions?

He now directly owns 65,422 CAT shares.

How many options does the CFO still hold?

11,655 employee stock options with a $253.98 strike remain outstanding, expiring 03/06/2033.

Is the insider activity considered bullish or bearish for CAT?

The mixed exercise/sale pattern is generally viewed as neutral; it appears routine for tax and liquidity purposes.