On February 1, 2017, AGNC Investment Corp. (the Company) entered
into separate Sales Agreements (collectively, the Sales Agreements)
with each of Cantor Fitzgerald Co. and Wells Fargo Securities, LLC
(the Agents). Under the terms of the Sales Agreements, the Company
may offer and sell up to $750,000,000 aggregate offering price of
shares of its common stock (the Shares), par value $0.01 per share
(Common Stock), from time to time to or through either of the
Agents, acting as agent and/or principal.

Sales of the Shares, if any, may be made in any method permitted by
law deemed to be an at the market as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended (the Securities Act),
including sales made directly on or through the NASDAQ Global
Select Market or on any other existing trading market for our
Common Stock. Under the Sales Agreements, either Agent (at the
Companys election) will use commercially reasonable efforts
consistent with its normal sales and trading practices to sell the
Shares as directed by the Company. The compensation payable to each
Agent for sales of Shares to its Sales Agreement will be up to 2.0%
of the gross sales price for any Shares sold through it as sales
agent under the applicable Sales Agreement.

Shares sold under the Sales Agreements, if any, will be issued to
the Companys automatic shelf registration statement on Form S-3ASR
(No. 333-205306) (the Registration Statement), including the
prospectus, dated June 26, 2015, and the prospectus supplement,
dated February 1, 2017, as the same may be amended or supplemented.

The offering of Shares to the Sales Agreements will terminate upon
the earlier of (1) the sale of all the Shares subject to the Sales
Agreements or (2) the termination of the Sales Agreements by the
Agents or the Company upon 10 days notice.

Item 2.02 Results of Operations and Financial Condition

On February 1, 2017, the Company issued a press release
announcing its financial results for the quarter ended December
31, 2016. The text of the press release is included as Exhibit
99.1 to this Form 8-K. to the rules and regulations of the
Securities and Exchange Commission, such exhibit and the
information set forth therein and herein shall not be deemed to
be 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 or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.

Item 8.01 Other Events.

On February 1, 2017, the Company announced its unaudited financial
results for the fourth quarter ended December 31, 2016. The Company
announced total comprehensive loss for the fourth quarter of 2016
of $(1.19) per common share, comprised of $3.06 net income per
common share and $(4.25) other comprehensive loss (OCI) per common
share. The Company announced net book value of $21.17 per common
share and tangible net book value of $19.50 per common share as of
December 31, 2016. The Companys tangible net book value per common
share excludes intangible assets recognized in connection with its
acquisition of AGNC Mortgage Management, LLC and the
internalization of its management on July 1, 2016. The Company
announced negative economic return of -5.2% for the fourth quarter,
comprised of $0.54 dividend per common share declared during the
fourth quarter and $(1.74) decrease in net book value per common
share. The Company also announced that, as of December 31, 2016,
the fair value of its investment portfolio was approximately $58
billion, inclusive of net forward purchases and sales of agency
mortgage-backed securities in the to-be-announced (TBA) market, and
its tangible net book value at risk leverage ratio was 7.7x as of
December 31, 2016. The Companys tangible net book value at risk
leverage represents the ratio of the Companys agency repurchase

agreements, Federal Home Loan Bank advances, debt of consolidated
VIE, net TBA position (at cost) and net receivable / payable for
unsettled agency securities to the Companys tangible stockholders’
equity.

Item 9.01 Financial Statements and Exhibits.

On February 1, 2017, Skadden, Arps, Slate, Meagher Flom LLP
delivered an opinion (the Opinion) to the Company in connection
with the Companys sale from time to time to or through the Agents
of up to $750,000,000 aggregate offering price of shares of Common
Stock to the Sales Agreements. The Opinion is being filed herewith,
and thereby automatically incorporated by reference into the
Registration Statement, in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

(d) Exhibits.