Item 2.02 Results of Operations and Financial Condition.
OnMay 4, 2022 ,Invesco Mortgage Capital Inc. (the "registrant") issued a press release announcing its financial results for the quarter endedMarch 31, 2022 (the "Release"). The Release is attached to this Report as Exhibit 99.1 and the information contained in the Release is incorporated into this Item 2.02 by this reference. The information contained in this Item 2.02 is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in such filing. Item 8.01 Other Events. Share Repurchase Program OnMay 3, 2022 , the registrant's Board of Directors approved a preferred stock repurchase program authorizing the registrant to repurchase up to three million shares of its 7.75% Fixed-to-Floating Series B Cumulative Redeemable Preferred Stock and up to five million shares of its 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (the "Preferred Stock Repurchase Program"). Repurchases under the Preferred Stock Repurchase Program may be made at management's discretion from time to time on the open market, in privately negotiated transactions or otherwise, in each case subject to compliance with allSecurities and Exchange Commission rules and other legal requirements, and may be made in part under one or more Rule 10b5-1 plans, which permit stock repurchases at times when the Company might otherwise be precluded from doing so. There is no guarantee as to the exact number of shares that will be repurchased under the Preferred Stock Repurchase Program, or that any repurchases will occur. In addition, the Preferred Stock Repurchase Program may be suspended, extended or terminated by the registrant at any time without prior notice.
Reverse Stock Split
OnMay 3, 2022 , the registrant's Board of Directors also approved a reverse stock split of the registrant's common stock at a ratio of 1-for-10. The reverse stock split is expected to take effect following the close of business onJune 3, 2022 (the "Effective Time"). Accordingly, at the Effective Time, every ten issued and outstanding shares of the registrant's common stock will be converted into one share of the registrant's common stock. The registrant's common stock is expected to begin trading on theNew York Stock Exchange on a post-split basis beginning onJune 6, 2022 under a new CUSIP number: 46131B704. No fractional shares will be issued in connection with the reverse stock split. Instead, each stockholder holding fractional shares will be entitled to receive, in lieu of such fractional shares, cash in an amount determined based on the closing price of the registrant's common stock on the date of the Effective Time. The reverse stock split will apply to all of the registrant's outstanding shares of common stock and will not affect any stockholder's ownership percentage of shares of the registrant's common stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. Stockholders of record will be receiving information fromComputershare Trust Company, N.A. , the registrant's transfer agent ("Computershare"), regarding their stock ownership following the reverse stock split and applicable payments of cash in lieu of fractional shares. Stockholders with certificated shares of common stock will receive a letter of transmittal from Computershare with instructions on how to surrender certificates representing pre-split shares. Stockholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders of record will be receiving information from Computershare regarding their stock ownership following the reverse stock split and cash in lieu of fractional share payments, if applicable. -------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, datedMay 4, 2022 , issued by
Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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