Kain Gary D 4

What Happened

Gary D. Kain, Executive Chair and Director of AGNC Investment Corp. (AGNC), was granted/received 633,605 shares on January 21, 2026. The shares were issued for no consideration upon satisfaction of performance criteria tied to performance-based grants originally made under the Amended and Restated AGNC Investment Corp. 2016 Equity and Incentive Compensation Plan (grants dated March 1, 2023). The filing lists no per-share price or aggregate cash value (award, not a purchase or sale).

Key Details

• Transaction date: 2026-01-21 (reported on Form 4 filed 2026-01-23; timely filed)
• Transaction type: Award/Acquisition (performance-based vesting)
• Shares acquired: 633,605 shares
• Price paid: N/A (shares received for no consideration)
• Footnotes:
  • F1 — Shares received upon satisfaction of performance criteria under the 2016 Equity and Incentive Compensation Plan (grants made Mar 1, 2023).
  • F2 — Includes 48,454 dividend-equivalent restricted stock units credited since the reporting person's last Form 4.
• Shares owned after transaction: Not specified in the filing
• No 10b5-1, tax-withholding, or sale noted in this Form 4

Context

This was a vesting of performance-based equity, not an open-market purchase or sale. Such awards reflect compensation/retention plans and do not by themselves indicate insider buying or selling sentiment. They do result in incremental share issuance (potential dilution) and increase the insider's reported ownership on paper.