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景顺抵押资本美股招股说明书(2026-02-24版)

2026-02-24美股招股说明书F***
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景顺抵押资本美股招股说明书(2026-02-24版)

40,000,000 SHARES COMMON STOCK We have entered into an equity distribution agreement with BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC as sales agents, orthe Sales Agents, relating to shares of common stock, par value $0.01 per share, or our common stock, offered by this prospectus supplement. In accordance with theterms of the equity distribution agreement, we may offer and sell from time to time up to 40,000,000 shares of our common stock through the Sales Agents. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “IVR.” The last reported sale price of our common stock on the NYSE onFebruary20, 2026 was $8.66 per share. Sales of the shares to which this prospectus supplement and the accompanying prospectus relate, if any, will be made by means of ordinary brokers’ transactions on theNYSE or otherwise at market prices prevailing at the time of sale (which may be deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the SecuritiesAct of 1933, as amended, or the Securities Act) or negotiated transactions, or as otherwise agreed with the applicable Sales Agent, including in block transactions or anyother method permitted by law. The offering of common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1)the sale of all the sharesof our common stock subject to the equity distribution agreement, and (2)the termination of the equity distribution agreement, pursuant to its terms, by either the SalesAgents or us. The Sales Agents will make all sales using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreedterms between the Sales Agents and us. Under the terms of the equity distribution agreement, we also may sell shares to the Sales Agents, as principal for their own accounts, at a price per share to be agreedupon at the time of sale. If we sell shares to any of the Sales Agents acting as principal, we will enter into a separate terms agreement setting forth the terms of suchtransaction, and we will describe the terms agreement in a separate prospectus supplement or pricing supplement. Each Sales Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the shares of our common stock sold through the Sales Agentunder the equity distribution agreement, as further described herein under the caption “Plan of Distribution.” In connection with the sale of shares of our common stockon our behalf, the Sales Agents may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Sales Agents may be deemedto be underwriting commissions or discounts. To assist us in maintaining our qualification as a real estate investment trust, or REIT, for federal income tax purposes, among other purposes, no person may own (or betreated as owning under applicable attribution rules) more than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of capitalstock or common stock, unless our board of directors waives this limitation. See “Restrictions on Ownership and Transfer” in the accompanying prospectus. Investing in our common stock involves a high degree of risk. Before buying any shares, you should read the discussion ofmaterial risks of investing in our common stock under the caption “Supplemental Risk Factors” beginning on page S-6 ofthis prospectus supplement, in Item 1A of Part I beginning on page 11 of our Annual Report on Form 10-K for the yearended December31, 2025, and risks we disclose in future filings from time to time with the Securities and ExchangeCommission, or the SEC. Neither the SEC, any state securities commission, nor any other regulatory body has approved or disapproved of these securities or determinedif this prospectus supplement and the accompanying prospectus to which it relates are truthful and complete. Any representation to thecontrary is a criminal offense. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGSUPPLEMENTAL RISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ProspectusABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSINVESCO MORTGAGE CAPITAL INC.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF STOCKHOLDER RIGHTSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF UNITSRESTRICTIONS ON OWNERSHIP AND TRANSFERCERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWSU.S. FEDERAL INCOME TAX CONSIDERATIONSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-i Table of Contents ABO