UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 8, 2025, Invesco Mortgage Capital Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Invesco Advisers, Inc., a Delaware corporation (the “Manager”), entered into an equity distribution agreement (the “Equity Distribution Agreement”) with BTIG, LLC, Citizens JMP Securities, LLC, Janney Montgomery Scott LLC and JonesTrading Institutional Services LLC (the “Placement Agents”), pursuant to which the Company may sell up to 25,000,000 shares (the “Shares”) of its common stock, par value $0.01 per share (“Common Stock”), from time to time through the Placement Agents. The Shares are registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-283034) (as amended and/or supplemented from time to time, the “Registration Statement”) that became effective under the Securities Act of 1933, as amended (the “Securities Act”) on December 4, 2024. The Company has filed with the Commission a prospectus supplement, dated August 8, 2025, to the base prospectus dated November 6, 2024, in connection with the offer and sale of the Shares from time to time in the future.
Subject to the terms and conditions of the Equity Distribution Agreement, the Placement Agents will each use commercially reasonable efforts consistent with their respective sales and trading practices to solicit offers to purchase the Shares in accordance with instructions from the Company. Sales, if any, of the Shares made through the Placement Agents may be made by means of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale (which may be deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act) or negotiated transactions, or as otherwise agreed with the Placement Agents, including in block transactions or any other method permitted by law. The Placement Agents will be entitled to compensation of up to 2.00% of the gross proceeds from the sale of the Shares sold through the Placement Agents from time to time pursuant to the terms of the Equity Distribution Agreement.
The Company is not obligated to sell, and the Placement Agents are not obligated to buy or sell, any Shares under the Equity Distribution Agreement. No assurance can be given that the Company will sell any Shares under the Equity Distribution Agreement, or, if it does, as to the price or number of Shares that it sells, or the dates when such sales will take place.
The Company, the Operating Partnership and the Manager made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership, the Manager and the Registration Statement in the Equity Distribution Agreement and also agreed to indemnify the Placement Agents against certain liabilities, including liabilities under the Securities Act. The representations, warranties and covenants set forth in the Equity Distribution Agreement were made only for purposes of the Equity Distribution Agreement, and only as of the specified dates provided therein. The representations, warranties and covenants in the Equity Distribution Agreement were made solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Equity Distribution Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the Equity Distribution Agreement is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 1.1 and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.
| Item 1.02. | Termination of a Material Definitive Agreement |
On August 8, 2025, the Company, the Operating Partnership and the Manager terminated the Equity Distribution Agreement, dated as of August 9, 2024 (the “Previous Equity Distribution Agreement”), effective as of 5:00 p.m. on August 8, 2025, that the Company, the Operating Partnership and the Manager previously entered into with BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC (collectively, the “Previous Placement Agents”). As previously reported, pursuant to the terms of the Previous Equity Distribution Agreement, the Company could offer and sell up to 18,000,000 shares of its Common Stock, from time to time, through the Previous Placement Agents. The Company is not subject to any termination penalties related to the termination of the Previous Equity Distribution Agreement. Prior to termination, the Company sold approximately 11,425,638 shares of its Common Stock pursuant to the Previous Equity Distribution Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are filed with this Report pursuant to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
| Exhibit Number |
Description | |
| 1.1 | Equity Distribution Agreement, dated August 8, 2025, among the Company, the Operating Partnership, the Manager and the Placement Agents | |
| 5.1 | Legality Opinion of Venable LLP | |
| 8.1 | Tax Opinion of Alston & Bird LLP | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Alston & Bird LLP (included in Exhibit 8.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| INVESCO MORTGAGE CAPITAL INC. | ||
| By: | /s/ Tina Carew | |
| Name: | Tina Carew | |
| Title: | Vice President, General Counsel and Secretary | |
Dated: August 8, 2025