Invesco Mortgage Capital Inc.
For the period ended May 5, 2026. Filed Mar 20, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 5, 2026 · Filed Mar 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 240.14a-12 |
Invesco Mortgage Capital Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Proxy
Statement
Notice of 2026 Annual Meeting of Stockholders
Your vote is important: Please vote by using the Internet, the telephone or by signing, dating and returning a proxy card
| Don H. Liu has served as Chair since 2025 and as a non-executive director since 2022 | A letter to our stockholders from the Chair of our Board of Directors Dear Stockholder, As we present the 2026 proxy statement, I want to take this opportunity to reflect on the past year, share our outlook for early 2026, and provide insights into the composition and strength of our Board of Directors. 2025 Performance The first half of 2025 was marked by elevated interest rate volatility and tariff uncertainty, followed by a broad recovery in risk assets as policy pressures eased and market volatility subsided. Throughout this period, the Board worked closely with management to ensure a consistent focus on balance sheet stability, prudent risk management, and long term value creation for our stockholders. Despite challenging conditions early in the year—particularly during the volatility spike in April—our mortgage portfolio performed well as interest rate volatility declined throughout the second half of 2025. Agency mortgages delivered their strongest performance relative to Treasuries in more than a decade, contributing to improved earnings power and balance sheet strength. This favorable operating environment supported a dividend increase in December and resulted in a 13.2% economic return for the year—an outcome the Board views as a strong validation of the company’s strategy and execution. The Board also continued its oversight of capital allocation initiatives designed to strengthen the company’s capital structure and enhance long term flexibility. During 2025, we issued 10.0 million shares of common stock through our at-the-market program, generating net proceeds of $81.6 million. In parallel, we repurchased 353 thousand shares of preferred stock, reducing preferred equity as a percentage of total capital from 24% at December 31, 2024, to 21% at December 31, 2025. The Board believes these actions appropriately balance growth, cost of capital, and stockholder interests. Following the strong recovery across the sector in 2025, our management team views near term risks as more balanced than earlier in the year. However, our long-term outlook remains constructive. We believe the fundamental backdrop for Agency MBS continues to improve, supported by expectations for low interest rate volatility, broader demand, and a steeper yield curve. Early 2026 Performance Agency MBS performed well to begin 2026, with valuations supported by the announcement of incremental MBS purchases by Fannie Mae and Freddie Mac. Performance came under pressure in the latter half of the first quarter, however, as interest-rate volatility increased amid heightened geopolitical uncertainty in the Middle East. Despite this recent bout of volatility, the Board remains focused on ensuring the Company is well positioned to navigate evolving market conditions while maintaining a conservative and disciplined approach to risk management. The Board was also pleased with the positive reception to the Company’s December 2025 transition to a monthly dividend, which we believe better aligns distribution practices with stockholder preferences and cash-flow visibility. Looking ahead, the Board remains committed to active engagement with management on strategy, capital allocation, and governance, with a continued focus on transparency and accountability to our stockholders. We are optimistic about the opportunities before us and confident in the company’s ability to deliver sustainable, long term value. Board Composition Our Board is strengthened by directors who bring a broad and relevant range of skills and experience essential to effective governance. This includes deep industry knowledge, financial expertise, and operational experience. In 2025, we enhanced the Board’s capabilities with the addition of Rob Waldner, whose macroeconomic and fixed income experience will further strengthen the Board’s oversight over our core strategy. |
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2026 Proxy Statement i
In addition, in March 2026, we were pleased to appoint Stephanie Larosiliere to our Board, whose strategic business development experience in fixed income markets will support the Board as we seek to continue to strengthen our stockholder engagement. Departures and Appreciation Finally, we wish to acknowledge the retirement of John Day, who served with distinction since the company’s founding in 2009, and most recently as Chair of our Board. We are also deeply grateful for Carolyn Handlon’s nine years of dedicated service to our Board, including her leadership as Chair of our Audit Committee. We extend our heartfelt thanks to both John and Carolyn for their invaluable contributions and wish them every success in their future endeavors. Their departures mark the close of an important chapter in our company’s history. Additionally, after nearly 34 years of outstanding service to Invesco, we congratulate Carolyn Gibbs on her upcoming retirement. We will greatly miss the insights and counsel of all three on our Board. Thank you for your continued support and confidence in our leadership. We remain committed to driving long-term value for all our stockholders. Sincerely, Don H. Liu Chair of the Board
ii IVR | Invesco Mortgage Capital Inc.
Notice of 2026 Annual Meeting of Stockholders
| Items of business · Board voting recommendation | ||||||||
|---|---|---|---|---|---|---|---|---|
| Date and time | 1 | To elect six (6) directors to the Board of Directors to hold office until the annual meeting of stockholders in 2027 | FOR | |||||
| Tuesday, May 5, 2026, at 1:00 p.m., Eastern Time | ||||||||
| Place | 2 | To hold an advisory vote to approve the company’s executive compensation, as disclosed in this proxy statement | FOR | |||||
| 1331 Spring Street NW Atlanta, GA 30309 8th Floor | ||||||||
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | FOR | ||||||
| Voting methods | 4 | To consider and act upon such other business as may properly come before the meeting or any adjournment thereof | ||||||
| Internet Visit the web site listed on your Notice | ||||||||
| Telephone Call the telephone number listed on your Notice Mail Sign, date and returna requested proxy card In person Attend the Annual Meeting in Atlanta, Georgia · Who can vote Only holders of record of our common stock on March 12, 2026 are entitled to notice of and to attend and vote at the Annual Meeting and any adjournment or postponement thereof. Beginning on March 20, 2026, we mailed a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible stockholders. By order of the Board of Directors, Tina Carew, General Counsel and Company Secretary March 20, 2026 | ||||||||
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