AGNC Investment Corp.AGNC
AGNC Investment Corp. Stock Compensation Disclosure
Stock-Based Compensation
During fiscal years 2025, 2024 and 2023, we granted RSU awards to employees with a total grant date fair value of $11 million, $10 million and $11 million, respectively, which generally vest annually over a three-year period, and to independent directors with a total grant date fair value of $1.1 million, $1.2 million and $1.2 million, respectively, which vest at the end of a one-year period from grant date. During the same periods, we also granted PSU awards to employees, which vest at the end of a three-year period provided that specified performance criteria are met. The performance criteria are based on a formula tied to our achievement of long-term economic returns consisting of the change in tangible net book value and dividends paid per common share on an absolute basis and relative to a select group of our peers. The grant-date fair value of PSU awards totaled $10 million for each of fiscal years 2025, 2024 and 2023, assuming the target levels of performance are achieved. The actual value of the awards will vary within a range of 0% to 200% of the target based on the actual performance achieved relative to the targets.
Our 2016 Equity Plan, as amended, authorizes a total of 40 million shares of our common stock that may be used to satisfy awards granted under the Plan, subject to the share counting rules set forth within the Plan. As of December 31, 2025, 23.1 million shares remained available for awards under the 2016 Equity Plan. For purposes of determining the total number of shares available for awards under the 2016 Equity Plan, available shares are reduced by (i) shares issued for vested awards, net of units withheld to cover minimum statutory tax withholding requirements paid by us in cash on behalf of the employee, (ii) outstanding unvested awards, (iii) outstanding previously vested awards, if distribution of such awards has been deferred beyond the vesting date ("deferred awards"), and (iv) accrued dividend equivalent units on outstanding awards through December 31, 2025. Unvested PSU awards assume the maximum potential payout under the terms of the award. As of December 31, 2025, 1.4 million of deferred awards, including accrued dividend equivalents, were outstanding.
During fiscal years 2025, 2024 and 2023, we recognized total compensation expense of $37.1 million, $23.5 million and $15.0 million, respectively, for stock-based awards to employees, and other operating expense of $1.1 million, $1.2 million and $1.1 million, respectively, for awards to independent directors. Compensation expense for PSU awards is based on our estimate of the probability that the applicable performance criteria will be achieved and includes cumulative effect adjustments for changes in such estimates. As of December 31, 2025, we estimate that PSU awards granted in fiscal year 2023 will vest at 156.9% of target based on actual performance achieved through the end of the performance period, and that PSU awards granted in fiscal years 2024 and 2025 will vest at 140% and 100% of target, respectively, based on our current probability assessments. As of December 31, 2025, we had $10 million of unrecognized expense related to stock-based awards that we expect to recognize over a weighted average period of 1.4 years.
The following tables summarize awards under our 2016 Equity Plan for fiscal years 2025, 2024 and 2023:
| RSU Awards | RSU Awards 1 | Weighted Average Grant Date Fair Value 2 | Weighted Average Vest Date Fair Value | |||||||||||||||||
| Unvested balance as of December 31, 2022 | 1,333,691 | $ | 12.36 | $ | — | |||||||||||||||
| Granted | 1,140,758 | $ | 10.67 | $ | — | |||||||||||||||
Accrued RSU dividend equivalents | 273,189 | $ | — | $ | — | |||||||||||||||
| Vested | (703,557) | $ | 12.28 | $ | 9.88 | |||||||||||||||
| Unvested balance as of December 31, 2023 | 2,044,081 | $ | 9.79 | $ | — | |||||||||||||||
Granted | 1,154,343 | $ | 9.52 | $ | — | |||||||||||||||
Accrued RSU dividend equivalents | 337,739 | $ | — | $ | — | |||||||||||||||
Vested | (1,062,526) | $ | 9.71 | $ | 9.56 | |||||||||||||||
| Unvested balance as of December 31, 2024 | 2,473,637 | $ | 8.36 | $ | — | |||||||||||||||
Granted | 1,159,333 | $ | 10.07 | $ | — | |||||||||||||||
Accrued RSU dividend equivalents | 366,031 | $ | — | $ | — | |||||||||||||||
Vested | (1,336,366) | $ | 8.18 | $ | 10.16 | |||||||||||||||
| Unvested balance as of December 31, 2025 | 2,662,635 | $ | 8.05 | $ | — | |||||||||||||||
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1.There were no forfeitures of awards during the periods presented.
2.Accrued RSU award dividend equivalents have a weighted average grant date fair value of $0.
| PSU Awards | PSUs at Target Performance Level 1 | Weighted Average Grant Date Fair Value 2 | Weighted Average Vest Date Fair Value | |||||||||||||||||
| Unvested balance as of December 31, 2022 | 2,380,575 | $ | 12.87 | $ | — | |||||||||||||||
Granted | 950,840 | $ | 10.59 | $ | — | |||||||||||||||
Accrued PSU dividend equivalents | 402,368 | $ | — | $ | — | |||||||||||||||
Performance adjustment - March 2021 base grant 3 | (210,425) | $ | 15.96 | $ | — | |||||||||||||||
Performance adjustment - accrued PSU dividend equivalents 3 | (87,375) | $ | — | $ | — | |||||||||||||||
Vested | (699,128) | $ | 14.18 | $ | 11.48 | |||||||||||||||
| Unvested balance as of December 31, 2023 | 2,736,855 | $ | 10.03 | $ | — | |||||||||||||||
Granted | 1,058,466 | $ | 9.58 | $ | — | |||||||||||||||
Accrued PSU dividend equivalents | 489,216 | $ | — | $ | — | |||||||||||||||
Performance adjustment - March 2022 base grant 3 | (142,273) | $ | 12.99 | $ | — | |||||||||||||||
Performance adjustment - accrued PSU dividend equivalents 3 | (74,832) | $ | — | $ | — | |||||||||||||||
Vested | (595,992) | $ | 11.13 | $ | 9.56 | |||||||||||||||
| Unvested balance as of December 31, 2024 | 3,471,440 | $ | 8.38 | $ | — | |||||||||||||||
Granted | 976,186 | $ | 10.29 | $ | — | |||||||||||||||
Accrued PSU dividend equivalents | 526,252 | $ | — | $ | — | |||||||||||||||
Performance adjustment - March 2023 base grant 3 | 541,028 | $ | 10.59 | $ | — | |||||||||||||||
Performance adjustment - accrued PSU dividend equivalents 3 | 281,225 | $ | — | $ | — | |||||||||||||||
| Other miscellaneous adjustments | (94,048) | $ | 8.33 | $ | — | |||||||||||||||
Vested | (947,182) | $ | 8.56 | $ | 10.49 | |||||||||||||||
| Unvested balance as of December 31, 2025 | 4,754,901 | $ | 7.57 | $ | — | |||||||||||||||
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1.There were no forfeitures of awards during the periods presented.
2.Accrued PSU award dividend equivalents have a weighted average grant date fair value of $0.
3.Performance adjustments reflect actual performance achieved relative to target, as measured at the end of the three-year performance period on December 31, for awards scheduled to vest in the following year. All other unvested awards at each period end are assumed to achieve target performance (100%). For fiscal years 2025, 2024 and 2023, performance adjustments reflect actual performance of 156.9%, 75.5% and 66.4%, respectively, for awards scheduled to vest in 2026, 2025, and 2024, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 23, 2026 | Showing above |
| 2020 | Feb 26, 2021 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 26, 2018 | |
| 2016 | Feb 27, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.