[8-K] Invesco Mortgage Capital Inc. Reports Material Event
Invesco Mortgage Capital Inc. has entered into an equity distribution agreement that allows it to offer up to 25,000,000 shares of its common stock through several placement agents. The shares are registered under the company’s effective Form S-3 shelf registration and a prospectus supplement has been filed to permit sales from time to time, including ordinary brokers’ transactions on the NYSE or negotiated or block transactions.
The agreement specifies placement agent compensation of up to 2.00% of gross proceeds, includes customary representations, warranties and indemnities, and states that neither the company nor the placement agents are obligated to effect any sales. The company also terminated its prior equity distribution agreement (which had permitted up to 18,000,000 shares) and previously sold approximately 11,425,638 shares under that prior program with no termination penalties.
- Established equity program to sell up to 25,000,000 common shares under an effective Form S-3
- Flexibility in execution allowing sales on NYSE at market prices, negotiated transactions or block trades
- No termination penalty for ending the prior equity distribution agreement
- Supporting opinions filed: legality and tax opinions and corresponding consents are included as exhibits
- Potential dilution from issuance of up to 25,000,000 new shares if fully sold
- Placement agent fees of up to 2.00% of gross proceeds reduce net proceeds to the company
- No assurance of sales: the company is not obligated to sell and placement agents are not obligated to buy, creating execution uncertainty
Insights
TL;DR: Company established an at-the-market program to sell up to 25M shares under its Form S-3, with placement fees up to 2.00%.
The Equity Distribution Agreement permits flexible sales of up to 25,000,000 common shares through designated placement agents and contemplates sales at prevailing market prices, negotiated transactions or block trades. The shares are covered by the company's effective Form S-3 shelf and a prospectus supplement has been filed. The agreement expressly states there is no obligation for the company to sell, nor for the placement agents to buy, which preserves optionality but creates execution uncertainty. Placement agent compensation of up to 2.00% will reduce net proceeds when sales occur. This is a routine capital markets mechanism to access equity capital when management chooses to do so.
TL;DR: Agreement contains customary representations, indemnities, and is supported by legal and tax opinions filed as exhibits.
The filing indicates the Company, the Operating Partnership and the Manager made customary representations and agreed to indemnify the placement agents against certain liabilities, including under the Securities Act. The Report attaches the Equity Distribution Agreement and includes a legality opinion and a tax opinion as exhibits, plus consents. The prior equity distribution agreement was terminated without penalty and prior sales under that program are disclosed. These are standard contractual and disclosure items for an at-the-market equity program.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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
FAQ
What does the 8-K say about IVR's new equity program?
Are the shares registered for sale under IVR's program (IVR)?
What compensation will placement agents receive under the IVR agreement?
Was a prior equity distribution agreement terminated?
Does the company have to sell shares under the new agreement?
