Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2024

LOGO

Invesco Mortgage Capital Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34385

26-2749336

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)


1331 Spring Street N.W., Suite 2500
Atlanta, Georgia		30309
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 892-0896

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	IVR	New York Stock Exchange
7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock	IVR PrB	New York Stock Exchange
7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock	IVR PrC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2, 2024, R. Lee Phegley, Jr., Chief Financial Officer of Invesco Mortgage Capital Inc. (the “Company”) notified the Company of his intention to resign from the Company to pursue other opportunities.

On October 7, 2024, the Board of Directors of the Company appointed Mark Gregson as Interim Chief Financial Officer, effective as of such date. Mark Gregson has served as the Global Controller for Invesco Ltd. since 2018. In addition to his controllership responsibilities, he is responsible for Invesco’s corporate public financial reporting, Sarbanes-Oxley and related controls, and its accounting policy teams. Mr. Gregson joined Invesco and the financial industry in 1995. Prior to his current role, he held several positions with Invesco’s Corporate Accounting team. Mr. Gregson earned a BBA degree in accounting from the University of Houston and is a Certified Public Accountant.

Mr. Phegley will provide support for the Company’s transition to the successor Interim Chief Financial Officer during his remaining tenure at Invesco Ltd.

As of the time of the filing of this report, the Company has not entered into any material plans, contracts or arrangements to which Mr. Gregson is a party or in which he participates, or any material amendment, in connection with the appointment described above.

There is no arrangement or understanding between Mr. Gregson and any other persons pursuant to which he was selected as Interim Chief Financial Officer. There are no family relationships between Mr. Gregson and any of the Company’s directors, executive officers or other key personnel reportable under Item 401(d) of Regulation S-K. There are no related party transactions between the Company and Mr. Gregson reportable under Item 404(a) of Regulation S-K.

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/ John A. Anzalone
		John A. Anzalone
		Chief Executive Officer

Date: October 8, 2024

Document and Entity Information	Oct. 02, 2024
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001437071
Document Type	8-K
Document Period End Date	Oct. 02, 2024
Entity Registrant Name	Invesco Mortgage Capital Inc.
Entity Incorporation State Country Code	MD
Entity File Number	001-34385
Entity Tax Identification Number	26-2749336
Entity Address, Address Line One	1331 Spring Street N.W.
Entity Address, Address Line Two	Suite 2500
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
City Area Code	(404)
Local Phone Number	892-0896
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	IVR
Security Exchange Name	NYSE
Series B Cumulative Redeemable Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock
Trading Symbol	IVR PrB
Security Exchange Name	NYSE
Series C Cumulative Redeemable Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock
Trading Symbol	IVR PrC
Security Exchange Name	NYSE