Invesco Mortgage Capital Terminates Agreement, Amends Bylaws

TL;DR

IVR terminated a big deal and changed some rules, filing shows.

AI Summary

Invesco Mortgage Capital Inc. announced on December 26, 2024, the termination of a material definitive agreement. The company also filed amendments to its articles of incorporation or bylaws and reported other events. Specific details regarding the termination and amendments were not provided in this summary.

Why It Matters

This filing indicates significant corporate actions by Invesco Mortgage Capital, potentially impacting its operational structure and agreements.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and amendments to corporate documents suggest potential shifts in the company's strategy or financial standing.

Key Players & Entities

• Invesco Mortgage Capital Inc. (company) — Registrant
• December 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share IVR New York Stock Exchange
• $25.00 — er share of Series B Preferred Stock of $25.00 plus accrued and unpaid dividends per s

Filing Documents

• ivr-20241226.htm (8-K) — 33KB
• exhibit31ivr-articlessuppl.htm (EX-3.1) — 9KB
• ivr-20241226_g1.jpg (GRAPHIC) — 45KB
• 0001437071-24-000043.txt ( ) — 334KB
• ivr-20241226.xsd (EX-101.SCH) — 3KB
• ivr-20241226_def.xml (EX-101.DEF) — 16KB
• ivr-20241226_lab.xml (EX-101.LAB) — 29KB
• ivr-20241226_pre.xml (EX-101.PRE) — 17KB
• ivr-20241226_htm.xml (XML) — 5KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 26, 2024, Invesco Mortgage Capital Inc., a Maryland corporation (the "Company"), provided notice of termination, effective December 27, 2024, of the Equity Distribution Agreement, dated as of March 19, 2019 (as amended, the "Equity Distribution Agreement"), by and among the Company, IAS Operating Partnership LP, Invesco Advisers, Inc., and JonesTrading Institutional Services LLC (the "Agent"). As previously reported, pursuant to the terms of the Equity Distribution Agreement, the Company could offer and sell up to 1,500,000 shares of 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, up to 1,500,000 shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and up to 4,000,000 shares of 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, from time to time, to or through the Agent. The Company is not subject to any termination penalties related to the termination of the Equity Distribution Agreement. The Company did not sell any shares of its preferred stock pursuant to the Equity Distribution Agreement.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously announced, the Company has called for redemption all 4,247,989 of its outstanding shares of 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share ("Series B Preferred Stock"), at a redemption price per share of Series B Preferred Stock of $25.00 plus accrued and unpaid dividends per share to, but not including, the redemption date of December 27, 2024. In connection with the redemption of all outstanding shares of Series B Preferred Stock, and in accordance with the terms of the Company's charter, the Company's board of directors has approved the reclassification of all of the authorized but unissued shares of Series B Preferred Stock as shares of Preferred Stock without designation as to class or series. The Company caused Articles Supplementary to be filed with the Maryland State Department of Assessments and Taxation on December 27, 2024 in order to complete such reclassification. A copy of the Articles Supplementary is filed as Exhibit 3.1 to this Report and is incorporated herein by this reference.

01. Other Events

Item 8.01. Other Events. On December 27, 2024, the Company redeemed all 4,247,989 of its outstanding Series B Preferred Stock at a redemption price per share of Series B Preferred Stock of $25.00 plus accrued and unpaid dividends per share to, but not including, the redemption date of December 27, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Articles Supplementary reclassifying 2,200,000 shares of authorized but unissued shares of Series B Preferred Stock as shares of Preferred Stock without designation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: December 27, 2024

View Full Filing

View this 8-K filing on SEC EDGAR