Item 3.03. Material Modifications to Rights of Security Holders.



On September 13, 2022, AGNC Investment Corp., a Delaware corporation (the
"Company") filed a Certificate of Designations (the "Certificate of
Designations") with the Secretary of State of the State of Delaware to designate
6,900,000 shares of the Company's authorized preferred stock as the 7.75% Series
G Fixed-Rate Reset Cumulative Redeemable Preferred Stock, par value $0.01 per
share, with a liquidation preference of $25,000 per share ("Series G Preferred
Stock"), with the powers, designations, preferences and other rights as set
forth therein. The Certificate of Designations became effective upon filing on
September 13, 2022.

The Certificate of Designations provides that the Company will pay quarterly
cumulative cash dividends on the Series G Preferred Stock based on the stated
liquidation preference of $25,000 per share, in arrears, when and as declared,
on the 15th day of each January, April, July and October, beginning on January
15, 2023 (provided that if any dividend payment date is not a business day, then
the dividend which would otherwise have been payable on that dividend payment
date may be paid on the next succeeding business day) (i) from, and including,
the date of original issuance to, but excluding, October 15, 2027 (the "First
Reset Date"), at a fixed rate equal to 7.75% (equivalent to $1,937.50 per annum
per share of Series G Preferred Stock or $1.93750 per annum per depositary share
(each a "Depositary Share" and collectively, the "Depositary Shares"), each
representing 1/1,000th of a share of the Series G Preferred Stock), and (ii)
from and including the First Reset Date, during each reset period, at a rate per
annum equal to the five-year U.S. Treasury Rate as of the most recent reset
dividend determination date (as defined in the Certificate of Designations) plus
a spread of 4.39% per annum.

The Series G Preferred Stock will rank, with respect to rights to the payment of
dividends and the distribution of assets upon our liquidation, dissolution or
winding up, (1) senior to all classes or series of the Company's common stock
and to all other equity securities issued by the Company other than equity
securities referred to in clauses (2) and (3); and (2) on a parity with all
equity securities issued by the Company with terms specifically providing that
those equity securities rank on a parity with the Series G Preferred Stock with
respect to rights to the payment of dividends and the distribution of assets
upon the Company's liquidation, dissolution or winding up, including the
Company's currently outstanding 7.000% Series C Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, 6.875% Series D Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock, 6.50% Series E Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock and 6.125% Series F Fixed-to-Floating Rate
Cumulative Redeemable Preferred Stock.

Generally, the Series G Preferred Stock will not be redeemable before October
15, 2027, except under circumstances intended to preserve the Company's
qualification as a real estate investment trust ("REIT"), for federal income tax
purposes and except upon the occurrence of a Change of Control (as defined in
the Certificate of Designations). On or after October 15, 2027, the Company may,
at its option, redeem any or all of the shares of the Series G Preferred Stock
at $25,000 per share (equivalent to $25.00 per Depositary Share) plus any
accumulated and unpaid dividends to, but not including, the redemption date. In
addition, upon the occurrence of a Change of Control, the Company may, at its
option, redeem any or all of the shares of Series G Preferred Stock within 120
days after the first date on which such Change of Control occurred at $25,000
per share ($25.00 per Depositary Share) plus any accumulated and unpaid
dividends to, but not including, the redemption date. The Series G Preferred
Stock has no stated maturity, is not subject to any sinking fund or mandatory
redemption and will remain outstanding indefinitely unless repurchased or
redeemed by the Company or converted into common stock of the Company in
connection with a Change of Control by the holders of Series G Preferred Stock.

Upon the occurrence of a Change of Control, each holder of Series G Preferred
Stock will have the right (subject to the Company's election to redeem the
Series G Preferred Stock in whole or in part, as described above, prior to the
Change of Control Conversion Date (as defined in the Certificate of
Designations)) to convert some or all of the Series G Preferred Stock held by
such holder on the Change of Control Conversion Date into a number of shares of
the Company's common stock per share of Series G Preferred Stock determined by
formula, in each case, on the terms and subject to the conditions described in
the Certificate of Designations, including provisions for the receipt, under
specified circumstances, of alternative consideration.

There are restrictions on ownership of the Series G Preferred Stock intended to
preserve the Company's qualification as a REIT. Holders of Series G Preferred
Stock generally have no voting rights, but have limited voting rights if the
Company fails to pay dividends for six or more full quarterly dividend periods
(whether or not consecutive) and under certain other circumstances.

The foregoing description of the terms of the Series G Preferred Stock is
qualified in its entirety by reference to the Certificate of Designations, a
copy of which is filed as Exhibit 3.7 to the Company's Form 8-A filed on
September 14, 2022 and is incorporated herein by reference. A copy of the form
of a certificate representing Series G Preferred Stock is filed as Exhibit 4.1
to the Company's Form 8-A filed on September 14, 2022 and is incorporated herein
by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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The information about the Certificate of Designations set forth under Item 3.03
of this Current Report on Form 8-K is hereby incorporated by reference into this
Item 5.03.


Item 8.01. Other Events.

On September 14, 2022, in connection with the underwriting agreement, dated
September 7, 2022, relating to the Company's sale of Depositary Shares, the
Company issued 6,000 shares of Series G Preferred Stock. The Series G Preferred
Stock was deposited with Computershare Inc. and Computershare Trust Company,
N.A., acting jointly as depositary (the "Depositary"). On September 14, 2022,
the Company entered into a Deposit Agreement with the Depositary (the "Deposit
Agreement") and the holders from time to time of the receipts described therein
(the "Depositary Receipt"). Copies of the Deposit Agreement and the form of
Depositary Receipt are included as Exhibits 4.2 and 4.3 hereto, respectively,
and are incorporated herein by reference.

On September 14, 2022, Skadden, Arps, Slate, Meagher & Flom LLP delivered to the
Company an opinion with respect to the validity of the Depositary Shares, the
Series G Preferred Stock and the common stock of the Company issuable upon
conversion of the Series G Preferred Stock (the "Opinion"). The Opinion is being
filed herewith, and thereby automatically incorporated by reference into the
Company's Registration Statement on Form S-3 (No. 333-257014), in accordance
with the requirements of Item 601(b)(5) of Regulation S-K.


(d) Exhibits.
Exhibit No.             Description

3.1                       Certificate of Designations of AGNC Investment Corp., designating the
                        Company's 7.75% Series G Fixed-Rate Reset

Cumulative Redeemable Preferred


                        Stock, par value $0.01 per share, incorporated

herein by reference to Exhibit


                        3.7 of Form 8-A (File No.001-34057), filed September 14, 2022.
4.1                       Form of Stock Certificate representing the

Company's 7.75% Series G


                        Fixed-Rate Reset Cumulative Redeemable Preferred

Stock, incorporated herein


                        by reference to Exhibit 4.1 of Form 8-A (File

No.001-34057), filed September


                        14, 2022.
4.2                       Deposit Agreement, dated September 14, 2022,

among AGNC Investment Corp.,

Computershare Inc. and Computershare Trust Company,

N.A., acting jointly as


                        depositary.
4.3                       Form of Depositary Receipt representing the

Depositary Shares (included as


                        Exhibit A to Exhibit 4.2 hereto).
5.1                       Opinion of Skadden, Arps, Slate, Meagher & Flom

LLP regarding the validity


                        of the Depositary Shares and the Series G Preferred

Stock.


5.2                       Consent of Skadden, Arps, Slate, Meagher & Flom

LLP (contained in Exhibit


                        5.1 hereto).
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document).

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