Business Context and Reporting Period
Company: Invesco Mortgage Capital Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 23, 2026
Reporting Period: Specific event date of February 23, 2026.
Key Financial Metrics
This filing is a current report regarding corporate actions and does not contain periodic financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Corporate Actions
- New Equity Distribution Agreement: Entered into on February 23, 2026, with BTIG, LLC, Citizens JMP Securities, LLC, and JonesTrading Institutional Services LLC.
- Authorization: The Company may sell up to 40,000,000 shares of Common Stock (par value $0.01) via "at the market" offerings or negotiated transactions.
- Compensation: Placement Agents are entitled to up to 2.00% of gross proceeds from sales.
- Termination of Prior Agreement: Terminated the previous Equity Distribution Agreement dated August 8, 2025, effective 4:05 pm on February 23, 2026.
- Prior Sales: Under the terminated agreement, the Company sold approximately 17,996,980 shares of Common Stock prior to termination.
- Penalties: No termination penalties were incurred related to the previous agreement.
Guidance, Outlook, and Risks
- Outlook: The Company is not obligated to sell any shares under the new agreement, and no assurance is given regarding the price, number of shares, or timing of future sales.
- Risks: Sales will be made at prevailing market prices, which may fluctuate. The agreement includes customary representations and warranties that are subject to limitations and materiality standards differing from those applicable to investors.
- Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the current market price of IVR Common Stock to assess potential dilution from the 40,000,000 share authorization.
- Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific covenants and termination rights.
- Monitor future filings for actual sales volumes and proceeds generated under the new agreement.
- Confirm the status of the Company's shelf registration statement (File No. 333-293658) for any amendments.