Invesco Mortgage Capital Inc 8-K, filed Sep 24, 2025
Invesco Mortgage Capital Inc. (IVR)
8-K
2025-09-24
For: 2025-09-23
View Original
Added on
April 12, 2026
About this 8-K
Invesco Mortgage Capital Inc filed this 8-K on September 24, 2025, reporting on events of September 23, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): September 23, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 | ||||||||||||
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. | |||||||
In accordance with the director retirement policy of Invesco Mortgage Capital Inc. (the "Company"), John Day, an independent director of the Board of Directors of the Company (the "Board") and Chair of the Board, will retire from the Board, effective December 31, 2025. Mr. Day will continue to serve as Chair of the Board until November 4, 2025.
On September 23, 2025, Carolyn Handlon, an independent director of the Board and Chair of the Audit Committee, notified the Company that she will not seek re-election at the Company's 2026 annual meeting of stockholders for personal reasons. To allow for transition planning, Ms. Handlon will retire as Chair of the Audit Committee, effective December 31, 2025, while continuing to serve on the Audit Committee and Board through the 2026 annual meeting of stockholders.
On September 23, 2025, Carolyn Gibbs, an executive director of the Board, notified the Company of her retirement from the Board, effective March 31, 2026, in connection with her retirement in 2026 from Invesco Ltd.
None of the above-referenced retirements are due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
In connection with these retirements, on September 24, 2025, the Board took the following actions:
•Elected Don Liu, independent director and current Chair of the Nomination and Corporate Governance Committee of the Board, to serve as Chair of the Board, effective November 4, 2025;
•Elected Wes McMullan, independent director, to serve as Chair of the Nomination and Corporate Governance Committee of the Board, effective November 4, 2025;
•Elected Robert Fleshman, independent director and designated audit committee financial expert, to serve as Chair of the Audit Committee of the Board, effective January 1, 2026; and
•Decreased the size of the Board from eight to seven directors, effective January 1, 2026.
The Board intends to initiate a search for an independent director to join the Board prior to the 2026 annual meeting of stockholders and to elect a new executive director to fill Ms. Gibbs' vacancy prior to her retirement.
| Item 7.01 | Regulation FD Disclosure. | ||||
The Company issued a press release on September 24, 2025 announcing the Board retirements and related changes, which is furnished as Exhibit 99.1.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. | |||||||
On September 24, 2025, the Company issued a press release announcing that its Board declared a cash dividend of $0.34 per share of common stock for the third quarter of 2025. A copy of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | |||||||
Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 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
Tina Carew
Vice President, General Counsel and Secretary
Date: September 24, 2025
Exhibit 99.1
Invesco Mortgage Capital Inc. Announces Board Retirements and Changes
Investor Relations Contact: Greg Seals, 404-439-3323
Atlanta - September 24, 2025 -- Invesco Mortgage Capital Inc. (NYSE: IVR) (the "Company") announced the planned retirement of its Board Chair, John Day, effective December 31, 2025. Mr. Day has served Invesco Mortgage Capital and its stockholders as a board member since the Company's formation in 2009. His retirement is in accordance with the Company's director retirement policy.
The Board has elected Don Liu, current Chair of the Nomination and Corporate Governance Committee, to serve as Chair of the Board beginning on November 4, 2025. Mr. Liu has served on the Board since 2022 and has led the Board's succession planning and governance during his tenure as Chair of the Nomination and Corporate Governance Committee.
In connection with Mr. Liu's appointment as Chair of the Board, the Board has elected Wes McMullan to serve as Chair of the Nomination and Corporate Governance Committee, effective November 4, 2025.
In addition, Carolyn Handlon, current Chair of the Audit Committee, has informed the Board that she will not seek re-election at the 2026 annual meeting of stockholders for personal reasons. Ms. Handlon joined the Board in 2017 and served as Chair of the Compensation Committee for five years before her appointment as Chair of the Audit Committee in 2023. The Board has elected Robert Fleshman, one of the Board's designated audit committee financial experts, as Chair of the Audit Committee effective January 1, 2026. The Board intends to initiate a search for an independent director to join the Board prior to the 2026 annual meeting of stockholders.
Carolyn Gibbs, an executive director, has announced her retirement from Invesco Ltd. after a nearly 33-year tenure with Invesco in various leadership roles. In connection with her retirement from Invesco, Ms. Gibbs will retire from the Board effective March 31, 2026. The Board intends to elect a new executive director to fill Ms. Gibbs' vacancy prior to her retirement.
"We are grateful for John Day's leadership and dedication to Invesco Mortgage Capital for over 16 years" stated John Anzalone, Chief Executive Officer. "John has served Invesco Mortgage Capital in board leadership roles as Chair of the Audit Committee and now as Chair of the Board. We have benefited from his steady, knowledgeable and engaged leadership. We are also thankful for Carolyn Handlon's and Carolyn Gibbs' impactful dedication to our Company and its stockholders."
Don Liu stated "Carolyn Handlon's finance insights, audit committee leadership and collegiality have benefited the Board and our stockholders. We will miss Carolyn and wish her and her family much happiness."
"I am deeply appreciative of Carolyn Gibbs' nearly 33-year career at Invesco Ltd. and remarkable leadership, unwavering commitment, and lasting contributions. I wish her all the best in her well-deserved retirement," stated Tony Wong, Senior Managing Director of Invesco Ltd.
Liu added, "We have focused on board succession, board leadership succession and thoughtful transition planning over these past two years since the adoption of our director retirement policy. I look forward to working together with Wes and Rob in their new board leadership roles."
About Invesco Mortgage Capital Inc.
Invesco Mortgage Capital Inc. is a real estate investment trust that primarily focuses on investing in, financing and managing mortgage-backed securities and other mortgage-related assets. Invesco Mortgage Capital Inc. is externally managed and advised by Invesco Advisers, Inc., a subsidiary of Invesco Ltd. (NYSE: IVZ), a leading independent global investment management firm. Additional information is available at www.invescomortgagecapital.com.
Cautionary Notice Regarding Forward-Looking Statements
This press release may include statements and information that constitute "forward-looking statements" within the meaning of the U.S. securities laws as defined in the Private Securities Litigation Reform Act of 1995, as amended, and such statements are
intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These forward-looking statements include those related to our future intentions, as well as any other statements other than statements of historical fact. The words "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may," or similar expressions and future or conditional verbs such as "will," "may," "could," "should," and "would," and any other statement that necessarily depends on future events, are intended to identify forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Exhibit 99.2
Invesco Mortgage Capital Inc. Announces Quarterly Common Dividend
Investor Relations Contact: Greg Seals, 404-439-3323
Atlanta - September 24, 2025 -- Invesco Mortgage Capital Inc. (the “Company”) (NYSE: IVR) today announced that its Board of Directors declared a cash dividend of $0.34 per share of common stock for the third quarter of 2025. The dividend will be paid on October 24, 2025 to stockholders of record at the close of business on October 6, 2025, with an ex-dividend date of October 6, 2025.
About Invesco Mortgage Capital Inc.
Invesco Mortgage Capital Inc. is a real estate investment trust that primarily focuses on investing in, financing and managing mortgage-backed securities and other mortgage-related assets. Invesco Mortgage Capital Inc. is externally managed and advised by Invesco Advisers, Inc., a subsidiary of Invesco Ltd. (NYSE: IVZ), a leading independent global investment management firm. Additional information is available at www.invescomortgagecapital.com.
Cautionary Notice Regarding Forward-Looking Statements
This press release may include statements and information that constitute "forward-looking statements" within the meaning of the U.S. securities laws as defined in the Private Securities Litigation Reform Act of 1995, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These forward-looking statements include those related to our intention and ability to pay dividends, as well as any other statements other than statements of historical fact. The words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” or similar expressions and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, are intended to identify forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.