WMC / Western Asset Mortgage Capital Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Western Asset Mortgage Capital Corp
US ˙ NYSE ˙ US95790D1054
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300JOQRROR5SZYY83
CIK 1465885
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Western Asset Mortgage Capital Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
December 20, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35543 Western Asset Mortgage Capital Corporation (AGMIT Merger Sub, LLC

December 6, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 6, 2023

As filed with the Securities and Exchange Commission on December 6, 2023 Registration No.

December 6, 2023 POS AM

As filed with the Securities and Exchange Commission on December 6, 2023

As filed with the Securities and Exchange Commission on December 6, 2023 Registration No.

December 6, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 6, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

December 6, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 18, 2023, pursuant to the provisions of Rule 12d2-2 (a).

December 5, 2023 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 5, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

December 5, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES STOCKHOLDER APPROVAL OF MERGER WITH AG MORTGAGE INVESTMENT TRUST

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES STOCKHOLDER APPROVAL OF MERGER WITH AG MORTGAGE INVESTMENT TRUST PASADENA, California, December 5, 2023 – Western Asset Mortgage Capital Corporation (the “Company,” “we,” or “WMC”) (NYSE: WMC) announced today that its stockholders have voted to approve the proposed merger transaction with AG Mortgage Investment Trust, Inc. (“MITT”)

November 20, 2023 8-K

Financial Statements and Exhibits, Other Events

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): November 20, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION

November 20, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.10 PER SHARE

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.10 PER SHARE PASADENA, California – November 20, 2023 – Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared a second interim fourth quarter dividend of $0.10 per common share in light of the adjournment of the special me

November 20, 2023 425

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): November 20, 2023 Western Asset M

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): November 20, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION

November 20, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.10 PER SHARE

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.10 PER SHARE PASADENA, California – November 20, 2023 – Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared a second interim fourth quarter dividend of $0.10 per common share in light of the adjournment of the special me

November 13, 2023 DEFA14A

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

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 State

November 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 001-35543 Western Asset

November 7, 2023 DEFA14A

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

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 State

November 6, 2023 8-K

Financial Statements and Exhibits, Other Events

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): November 6, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

November 6, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION EXPECTS TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS UNTIL DECEMBER 5, 2023

WESTERN ASSET MORTGAGE CAPITAL CORPORATION EXPECTS TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS UNTIL DECEMBER 5, 2023 PASADENA, California – November 6, 2023 – Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that it expects to adjourn its special meeting of stockholders (the “Special Meeting”) relating to the proposed merger with AG Mortgage Investment Trust, Inc.

November 3, 2023 DEFA14A

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

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 State

November 3, 2023 DEFA14A

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

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 State

October 30, 2023 EX-99.1

LEADING INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS AG MORTGAGE INVESTMENT TRUST STOCKHOLDERS VOTE “FOR” THE PROPOSED MERGER WITH WESTERN ASSET MORTGAGE CAPITAL CORPORATION AG Mortgage Investment Trust Encourages Stockholders to Vote “FOR” the Mer

Exhibit 99.1 LEADING INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS AG MORTGAGE INVESTMENT TRUST STOCKHOLDERS VOTE “FOR” THE PROPOSED MERGER WITH WESTERN ASSET MORTGAGE CAPITAL CORPORATION AG Mortgage Investment Trust Encourages Stockholders to Vote “FOR” the Merger NEW YORK, NY – October 27, 2023 – AG Mortgage Investment Trust, Inc. (the “Company,” “we,” or “MITT”) (NYSE: MITT) announced today th

October 30, 2023 425

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 27, 2023 AG Mortgage Inve

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 27, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation)

October 27, 2023 DEFA14A

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

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 State

October 26, 2023 425

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 26, 2023 AG Mortgage Inve

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 26, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation)

October 26, 2023 425

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 26, 2023 Western Asset Mo

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 26, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

October 26, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.14 PER SHARE

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.14 PER SHARE PASADENA, California – October 26, 2023 – Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared an interim fourth quarter dividend of $0.14 per common share. The dividend is payable on November 8, 2023 to stockholder

October 26, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.14 PER SHARE

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES INTERIM FOURTH QUARTER COMMON DIVIDEND OF $0.14 PER SHARE PASADENA, California – October 26, 2023 – Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC”) announced that its Board of Directors has declared an interim fourth quarter dividend of $0.14 per common share. The dividend is payable on November 8, 2023 to stockholder

October 26, 2023 DEFA14A

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

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 State

October 26, 2023 8-K

Financial Statements and Exhibits, Other Events

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 26, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

October 20, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER

Exhibit 99.1 AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER NEW YORK, NY – October 19, 2023 – AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC, an affiliate of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), a leading $74 billion alter

October 20, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER

Exhibit 99.1 AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER NEW YORK, NY – October 19, 2023 – AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC, an affiliate of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), a leading $74 billion alter

October 20, 2023 8-K

Financial Statements and Exhibits, Other Events

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 19, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

October 20, 2023 425

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 19, 2023 Western Asset Mo

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 19, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

October 19, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER

Exhibit 99.1 AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE FINAL EXCHANGE RATIO FOR PROPOSED MERGER NEW YORK, NY – October 19, 2023 – AG Mortgage Investment Trust, Inc. (NYSE: MITT) (“MITT”), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC, an affiliate of Angelo, Gordon & Co., L.P. (“Angelo Gordon”), a leading $74 billion alter

October 19, 2023 DEFA14A

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

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 State

October 19, 2023 425

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 19, 2023 AG Mortgage Inve

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 19, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation)

September 29, 2023 DEFM14A

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 x Filed by a Party other than the Registrant o Check the app

Table of Contents 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 x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defi

August 9, 2023 EX-99.2

NYSE: MITT 1 AG Mortgage Investment Trust, Inc. to Acquire Western Asset Mortgage Capital Corp. August 8, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to the proposed merger transaction between AG Mo

EX-99.2 3 agmortgageinvestmenttrus.htm EX-99.2 NYSE: MITT 1 AG Mortgage Investment Trust, Inc. to Acquire Western Asset Mortgage Capital Corp. August 8, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to the proposed merger transaction between AG Mortgage Investment Trust, Inc. (“MITT”) and Western Asset Mortgage Capital Corporation (“WMC”). In conne

August 9, 2023 8-K

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): August 9, 2023 (August 8, 2023) W

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): August 9, 2023 (August 8, 2023) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-029809

August 9, 2023 425

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): August 9, 2023 (August 8, 2023) W

425 1 longform8-k8923.htm 425 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): August 9, 2023 (August 8, 2023) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCO

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 001-35543 Western Asset Mortg

August 9, 2023 425

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): August 8, 2023 AG Mortgage Invest

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): August 8, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation) (

August 9, 2023 EX-2.1

Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., AGMIT Merger Sub, LLC, Western Asset Mortgage Capital Corporation and, solely for the limited purposes set forth therein, AG REIT Management, LLC.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among AG MORTGAGE INVESTMENT TRUST, INC., AGMIT MERGER SUB, LLC, WESTERN ASSET MORTGAGE CAPITAL CORPORATION and, solely for the limited purposes set forth herein, AG REIT MANAGEMENT, LLC Dated as of August 8, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 6 2.1 The Me

August 9, 2023 EX-10.1

Amendment to Management Agreement, dated as of August 8, 2023, by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and, solely for the purposes of certain sections therein, AG Mortgage Investment Trust, Inc.

Exhibit 10.1 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and, solely for the purposes of Sections 1(b), 5 and 10

August 9, 2023 EX-2.1

Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., AGMIT Merger Sub, LLC, Western Asset Mortgage Capital Corporation and, solely for the limited purposes set forth therein, AG REIT Management, LLC*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among AG MORTGAGE INVESTMENT TRUST, INC., AGMIT MERGER SUB, LLC, WESTERN ASSET MORTGAGE CAPITAL CORPORATION and, solely for the limited purposes set forth herein, AG REIT MANAGEMENT, LLC Dated as of August 8, 2023 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 ARTICLE II THE MERGER 6 2.1 The Me

August 9, 2023 EX-99.1

FOURTH AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 99.1 FOURTH AMENDMENT TO MANAGEMENT AGREEMENT THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”). WHEREAS, the Parties entered int

August 9, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies Transaction Expected to D

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies Transaction Expected to Drive Earnings Accretion and Long-Term Growth WMC Stockholders to Receive Cash Consideration as Part of Merger NEW YORK, NY – August 8, 2023 – AG Mortgage Investment Trust, Inc.

August 9, 2023 EX-99.2

NYSE: MITT 1 AG Mortgage Investment Trust, Inc. to Acquire Western Asset Mortgage Capital Corp. August 8, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to the proposed merger transaction between AG Mo

NYSE: MITT 1 AG Mortgage Investment Trust, Inc. to Acquire Western Asset Mortgage Capital Corp. August 8, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to the proposed merger transaction between AG Mortgage Investment Trust, Inc. (“MITT”) and Western Asset Mortgage Capital Corporation (“WMC”). In connection with the proposed transaction, MITT and W

August 9, 2023 425

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): August 8, 2023 Western Asset Mort

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): August 8, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 9, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies Transaction Expected to D

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies Transaction Expected to Drive Earnings Accretion and Long-Term Growth WMC Stockholders to Receive Cash Consideration as Part of Merger NEW YORK, NY – August 8, 2023 – AG Mortgage Investment Trust, Inc.

August 9, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies Transaction Expected to D

AG MORTGAGE INVESTMENT TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE DEFINITIVE MERGER AGREEMENT Combination Would Establish Leading Residential Mortgage REIT With Increased Scale and Operational Efficiencies Transaction Expected to Drive Earnings Accretion and Long-Term Growth WMC Stockholders to Receive Cash Consideration as Part of Merger NEW YORK, NY – August 8, 2023 – AG Mortgage Investment Trust, Inc.

August 9, 2023 8-K

Regulation FD Disclosure, 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): August 8, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 9, 2023 EX-10.1

Amendment to Management Agreement, dated as of August 8, 2023, by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and, solely for the purposes of certain sections therein, AG Mortgage Investment Trust, Inc.

Exhibit 10.1 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of August 8, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and, solely for the purposes of Sections 1(b), 5 and 10

August 9, 2023 EX-2.1

Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., AGMIT Merger Sub, LLC, Western Asset Mortgage Capital Corporation and, solely for the limited purposes set forth therein, AG REIT Management, LLC.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among AG MORTGAGE INVESTMENT TRUST, INC., AGMIT MERGER SUB, LLC, WESTERN ASSET MORTGAGE CAPITAL CORPORATION and, solely for the limited purposes set forth herein, AG REIT MANAGEMENT, LLC Dated as of August 8, 2023 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 6 2.1 The Me

August 9, 2023 EX-10.1

Fourth Amendment to Management Agreement, dated as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc. and AG REIT Management, LLC

Exhibit 10.1 FOURTH AMENDMENT TO MANAGEMENT AGREEMENT THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”). WHEREAS, the Parties entered int

August 9, 2023 425

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): August 8, 2023 AG Mortgage Invest

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): August 8, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation) (

August 9, 2023 EX-99.1

FOURTH AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 99.1 FOURTH AMENDMENT TO MANAGEMENT AGREEMENT THIS FOURTH AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), and AG REIT Management, LLC, a Delaware limited liability company (the “Manager” and together with the Company, the “Parties”). WHEREAS, the Parties entered int

August 9, 2023 EX-99.2

NYSE: MITT 1 AG Mortgage Investment Trust, Inc. to Acquire Western Asset Mortgage Capital Corp. August 8, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to the proposed merger transaction between AG Mo

NYSE: MITT 1 AG Mortgage Investment Trust, Inc. to Acquire Western Asset Mortgage Capital Corp. August 8, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to the proposed merger transaction between AG Mortgage Investment Trust, Inc. (“MITT”) and Western Asset Mortgage Capital Corporation (“WMC”). In connection with the proposed transaction, MITT and W

August 8, 2023 EX-99.2

Second Quarter 2023 Investor Presentation August 8, 2023 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These

wmc2qfy23ex992final2 Second Quarter 2023 Investor Presentation August 8, 2023 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

August 8, 2023 8-K

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): August 8, 2023 Western Asset Mort

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): August 8, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 8, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2023 RESULTS Conference Call and Webcast Scheduled for Tomorrow, August 9, 2023 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2023 RESULTS Conference Call and Webcast Scheduled for Tomorrow, August 9, 2023 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time Pasadena, CA, August 8, 2023 – Western Asset Mortgage Capital Corporation (the “Company,” “we,” or “WMC”) (NYSE: WMC) today reported its results for the second quarter ended June 30, 2023.

July 28, 2023 425

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): July 27, 2023 Western Asset Mortg

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): July 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

July 28, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION BOARD DETERMINES AG MORTGAGE INVESTMENT TRUST, INC. PROPOSAL IS SUPERIOR TO TERRA PROPERTY TRUST, INC. MERGER AGREEMENT

WESTERN ASSET MORTGAGE CAPITAL CORPORATION BOARD DETERMINES AG MORTGAGE INVESTMENT TRUST, INC.

July 28, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION BOARD DETERMINES AG MORTGAGE INVESTMENT TRUST, INC. PROPOSAL IS SUPERIOR TO TERRA PROPERTY TRUST, INC. MERGER AGREEMENT

WESTERN ASSET MORTGAGE CAPITAL CORPORATION BOARD DETERMINES AG MORTGAGE INVESTMENT TRUST, INC.

July 28, 2023 8-K

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): July 27, 2023 Western Asset Mortg

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): July 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

July 28, 2023 425

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): July 27, 2023 AG Mortgage Investm

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): July 27, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation) (C

July 18, 2023 8-K

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): July 18, 2023 Western Asset Mortg

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): July 18, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

July 18, 2023 425

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): July 18, 2023 Western Asset Mortg

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): July 18, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

July 18, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION TO ENGAGE IN DISCUSSIONS WITH AG MORTGAGE INVESTMENT TRUST, INC.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION TO ENGAGE IN DISCUSSIONS WITH AG MORTGAGE INVESTMENT TRUST, INC.

July 18, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION TO ENGAGE IN DISCUSSIONS WITH AG MORTGAGE INVESTMENT TRUST, INC.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION TO ENGAGE IN DISCUSSIONS WITH AG MORTGAGE INVESTMENT TRUST, INC.

July 13, 2023 EX-99.2

NYSE: MITT 1 MITT and WMC Merger Rationale and Benefits July 13, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to a proposal which AG Mortgage Investment Trust, Inc. (“MITT”) has made for an acquisiti

investorpresentation NYSE: MITT 1 MITT and WMC Merger Rationale and Benefits July 13, 2023 NYSE: MITT 2 Forward Looking Statements Additional Information: This communication relates to a proposal which AG Mortgage Investment Trust, Inc.

July 13, 2023 EX-99.1

AG MORTGAGE INVESTMENT TRUST SUBMITS OFFER TO ACQUIRE WESTERN ASSET MORTGAGE CAPITAL CORPORATION FOR IMPLIED PRICE OF $9.88 PER SHARE Financially Superior Offer with Closing Certainty Represents 18.2% Premium to WMC’s Stock Book-for-Book Transaction

Exhibit 99.1 AG MORTGAGE INVESTMENT TRUST SUBMITS OFFER TO ACQUIRE WESTERN ASSET MORTGAGE CAPITAL CORPORATION FOR IMPLIED PRICE OF $9.88 PER SHARE Financially Superior Offer with Closing Certainty Represents 18.2% Premium to WMC’s Stock Book-for-Book Transaction Also Includes Cash Consideration to WMC Stockholders and Establishes a Company that is Meaningfully More Efficient Through Significant Co

July 13, 2023 425

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): July 13, 2023 AG Mortgage Investm

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): July 13, 2023 AG Mortgage Investment Trust, Inc. (Exact name of registrant as specified in its charter) Maryland 001-35151 27-5254382 (State or other jurisdiction of incorporation) (C

June 30, 2023 8-K

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): June 27, 2023 Western Asset Mortg

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): June 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 30, 2023 EX-99.1

TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST

TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST New York, NY, June 28, 2023 /PRNewswire/ – Terra Property Trust, Inc.

June 30, 2023 EX-2.1

Agreement and Plan of Merger, dated June 27, 2023, by and among Western Asset Mortgage Capital Corporation, Maverick Merger Sub, LLC, and Terra Property Trust, Inc.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES REFERENCED HEREIN. IT IS NOT INTENDED TO, AND DOES NOT, CREATE A LEGALLY BINDING AGREEMENT OR COMMITMENT OF ANY TYPE PRIOR TO THE DUE EXECUTION AND DE

June 30, 2023 EX-99.2

June 27, 2023

Exhibit 99.2 June 27, 2023 Western Asset Mortgage Capital Corporation 385 East Colorado Boulevard Pasadena, California 91101 Ladies and Gentlemen: Terra Capital Partners, LLC, a Delaware limited liability company (“TCP”) and an affiliate of Terra REIT Advisors, LLC, a Delaware limited liability company and the external manager of Terra Property Trust, Inc., a Maryland corporation (“TPT”), is pleas

June 30, 2023 EX-10.2

Amendment to Management Agreement, dated June 27, 2023 by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and Terra Property Trust, Inc.

Exhibit 10.2 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and solely for purposes of Sections 1(b), 5 and 10 hereof

June 30, 2023 425

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): June 27, 2023 Western Asset Mortg

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): June 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 30, 2023 EX-99.1

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholde

June 30, 2023 EX-99.1

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023 by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Parent”), Terra Offshore Funds REIT, LLC, a Delaware limited liability company, and Terra JV, LLC, a Delaware limited liability company (together with Terra Offshore Funds REIT, LLC, the “Stockholde

June 30, 2023 EX-99.2

Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 Terra Property Trust About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage

tptwmcdefinitivemergerag Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 Terra Property Trust About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage Capital Corporation (“WMC”) and Terra Property Trust, Inc.

June 30, 2023 EX-10.2

Amendment to Management Agreement, dated June 27, 2023 by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and Terra Property Trust, Inc.

Exhibit 10.2 AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Western Asset Management Company, LLC, a California limited liability company (the “Manager”), and solely for purposes of Sections 1(b), 5 and 10 hereof

June 30, 2023 EX-10.1

Amended and Restated Management Agreement, dated June 27, 2023 by and among Terra Property Trust, Inc., Western Asset Mortgage Capital Corporation and Terra REIT Advisors, LLC.

Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Man

June 30, 2023 EX-2.1

Agreement and Plan of Merger, dated as of June 27, 2023, by and among Western Asset Mortgage Capital Corporation, Maverick Merger Sub, LLC, and Terra Property Trust, Inc., incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed on June 28, 2023.**

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among WESTERN ASSET MORTGAGE CAPITAL CORPORATION, MAVERICK MERGER SUB, LLC and TERRA PROPERTY TRUST, INC. Dated as of June 27, 2023 THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES REFERENCED HEREIN. IT IS NOT INTENDED TO, AND DOES NOT, CREATE A LEGALLY BINDING AGREEMENT OR COMMITMENT OF ANY TYPE PRIOR TO THE DUE EXECUTION AND DE

June 30, 2023 EX-99.2

June 27, 2023

Exhibit 99.2 June 27, 2023 Western Asset Mortgage Capital Corporation 385 East Colorado Boulevard Pasadena, California 91101 Ladies and Gentlemen: Terra Capital Partners, LLC, a Delaware limited liability company (“TCP”) and an affiliate of Terra REIT Advisors, LLC, a Delaware limited liability company and the external manager of Terra Property Trust, Inc., a Maryland corporation (“TPT”), is pleas

June 30, 2023 EX-10.1

Amended and Restated Management Agreement, dated June 27, 2023 by and among Terra Property Trust, Inc., Western Asset Mortgage Capital Corporation and Terra REIT Advisors, LLC.

Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of June 27, 2023, is entered into by and between Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), Terra Property Trust, Inc., a Maryland corporation (“TPT”), and Terra REIT Advisors, LLC, a Delaware limited liability company (the “Man

June 30, 2023 425

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): June 27, 2023 Western Asset Mortg

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): June 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 28, 2023 EX-99.1

TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST

TERRA PROPERTY TRUST AND WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCE MERGER TO FORM CREDIT-ORIENTED REAL ESTATE INVESTMENT TRUST New York, NY, June 28, 2023 /PRNewswire/ – Terra Property Trust, Inc.

June 28, 2023 8-K

Regulation FD Disclosure, 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): June 27, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 28, 2023 EX-99.2

Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 Terra Property Trust About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage

maverick-investorpresent Terra Property Trust (“TPT”) + Western Asset Mortgage Capital (“WMC”) Definitive Merger Agreement June 28, 2023 Terra Property Trust About this Presentation This presentation relates to a proposed merger (the “Merger”) between Western Asset Mortgage Capital Corporation (“WMC”) and Terra Property Trust, Inc.

June 27, 2023 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 27, 2023 (June 23, 2023) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092

May 8, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number: 001-35543 Western Asset Mort

May 4, 2023 8-K

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): May 4, 2023 Western Asset Mortgag

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): May 4, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE N

May 4, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2023 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, May 5, 2023 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time

EX-99.1 2 q123ex991.htm EX-99.1 Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2023 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, May 5, 2023 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time Pasadena, CA, May 4, 2023 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the first quar

May 4, 2023 EX-99.2

First Quarter 2023 Investor Presentation May 4, 2023 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These for

First Quarter 2023 Investor Presentation May 4, 2023 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

May 2, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Definitive

March 13, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number: 001-35543 WESTERN ASSET MORTGAGE CAPI

March 2, 2023 EX-99.2

Fourth Quarter 2022 Investor Presentation March 2, 2023 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These

wmc4qfy22ex99211 Fourth Quarter 2022 Investor Presentation March 2, 2023 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

March 2, 2023 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, March 3, 2023 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

EX-99.1 2 wmcq4fy22ex991.htm EX-99.1 Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, March 3, 2023 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, March 2, 2023 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its re

March 2, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 2, 2023 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

February 14, 2023 SC 13G

US95790D2045 / Western Asset Mortgage Capital Corp / BRIGADE CAPITAL MANAGEMENT, LP Passive Investment

SC 13G 1 d994050913g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Western Asset Mortgage Capital Corporation (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 95790D204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the ap

February 9, 2023 SC 13G

US95790D2045 / Western Asset Mortgage Capital Corp / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv02244-westernassetmortgage.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Western Asset Mortgage Capital Corp. Title of Class of Securities: REIT CUSIP Number: 95790D204 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-35543 Western

November 4, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

November 4, 2022 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2022 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, November 4, 2022 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time

EX-99.1 2 q322ex991.htm EX-99.1 Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2022 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, November 4, 2022 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time Pasadena, CA, November 3, 2022 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the

November 4, 2022 EX-99.2

Third Quarter 2022 Investor Presentation November 3, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. Thes

EX-99.2 3 wmc3qfy22ex9921.htm EX-99.2 Third Quarter 2022 Investor Presentation November 3, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. These forward-looking statements include information about possible or assumed future results of our business, finan

September 27, 2022 CORRESP

September 27, 2022

September 27, 2022 Via EDGAR Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Eric McPhee & Wilson Lee (Staff) Office of Real Estate & Construction Re: Western Asset Mortgage Capital Corporation Form 10-K for the year ended December 31, 2021 File No. 001-35543 Ladies and Gentlemen: Western Asset Mortgage Capital Corporation (?

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-35543 Western Asset

August 5, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 5, 2022 EX-99.2

Second Quarter 2022 Investor Presentation August 4, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In pa

EX-99.2 3 wmc2q22ex992final.htm EX-99.2 Second Quarter 2022 Investor Presentation August 4, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, unc

August 5, 2022 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2022 RESULTS AND COMMENCES STRATEGIC ALTERNATIVES REVIEW PROCESS Conference Call and Webcast Scheduled for Tomorrow, Friday, August 5, 2022 at 12:00 p.m. Eastern Time/9:00 a.m. Pacif

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2022 RESULTS AND COMMENCES STRATEGIC ALTERNATIVES REVIEW PROCESS Conference Call and Webcast Scheduled for Tomorrow, Friday, August 5, 2022 at 12:00 p.m. Eastern Time/9:00 a.m. Pacific Time Pasadena, CA, August 4, 2022 ? Western Asset Mortgage Capital Corporation (the ?Company? or "WMC") (NYSE: WMC) today reported its

July 11, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): July 8, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

July 11, 2022 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Western Asset Mortgage Capital Corporation.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN ASSET MORTGAGE CAPITAL CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Western Asset Mortgage Capital Corporation, a Delaware corporation (hereinafter called the ?Corporation?), does hereby certify as follows: FIRST: Upon the filing and effectiveness

June 30, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form type) Western Asset Mortgage Capital Corporation (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Western Asset Mortgage Capital Corporation 2022 Omnibus Incentive Plan (the ?Plan?) (Common Stock, $0.

June 30, 2022 EX-99.1

Western Asset Mortgage Capital Corporation Board Approved 1-for-10 Reverse Stock Split Ratio

EX-99.1 2 wmc-pressreleasefinalsplit.htm EX-99.1 Western Asset Mortgage Capital Corporation Board Approved 1-for-10 Reverse Stock Split Ratio FOR IMMEDIATE RELEASE Pasadena, CA., June 30, 2022 - Western Asset Mortgage Capital Corporation (NYSE: WMC) (“WMC” or the “Company”) today announced that its Board of Directors has approved a reverse stock split of the Company’s common stock at a ratio of 1-

June 30, 2022 8-K

Regulation FD Disclosure, 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): June 30, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 30, 2022 S-8

As filed with the Securities and Exchange Commission on June 30, 2022

As filed with the Securities and Exchange Commission on June 30, 2022 Registration No.

June 24, 2022 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 24, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 21, 2022 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION APPOINTS OF ROBERT LEHMAN, CPA AS NEW CFO

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION APPOINTS OF ROBERT LEHMAN, CPA AS NEW CFO Pasadena, CA, June 14, 2022 ? Western Asset Mortgage Capital Corporation (the ?Company?) (NYSE: WMC) announced today the appointment of Robert W. Lehman as Chief Financial Officer, effective tomorrow, June 15th. Lehman is a real estate and REIT specialist with more than 35 years of experience in accou

June 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): June 14, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

May 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e

May 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Definitive

May 13, 2022 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES DEPARTURE OF CFO AND SEARCH FOR SUCCESSOR

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES DEPARTURE OF CFO AND SEARCH FOR SUCCESSOR Pasadena, CA, May 13, 2022 ? Western Asset Mortgage Capital Corporation (the ?Company?) (NYSE: WMC) announced today that Lisa Meyer, President, Chief Financial Officer and Treasurer of the Company, will be leaving the Company to pursue another opportunity. The Company is in the process of id

May 13, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): May 13, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-

May 5, 2022 EX-99.2

First Quarter 2022 Investor Presentation May 5, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In partic

First Quarter 2022 Investor Presentation May 5, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

May 5, 2022 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2022 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, May 6, 2022 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2022 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, May 6, 2022 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, May 5, 2022 ? Western Asset Mortgage Capital Corporation (the ?Company? or "WMC") (NYSE: WMC) today reported its results for the first quarter ended March 31, 2022. BUSINE

May 5, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 5, 2022 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE N

May 2, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o C

DEF 14A 1 wmcdefinitiveproxystatement.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission On

April 21, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Definitive

March 8, 2022 10-K

Consolidated Statements of Cash Flow for the years ended December 31, 2021, December 31, 2020 and December 31, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35543 WESTERN ASSET MORTGAGE CA

March 3, 2022 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, March 3, 2022 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, March 3, 2022 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, March 2, 2022 ? Western Asset Mortgage Capital Corporation (the ?Company? or "WMC") (NYSE: WMC) today reported its results for the fourth quarter and th

March 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 3, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

March 3, 2022 EX-99.2

Fourth Quarter 2021 Investor Presentation March 2, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In par

Fourth Quarter 2021 Investor Presentation March 2, 2022 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

December 22, 2021 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION DECLARES FOURTH QUARTER DIVIDEND OF $0.06 PER SHARE; ANNOUNCES FOCUS ON RESIDENTIAL REAL ESTATE RELATED INVESTMENTS

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION DECLARES FOURTH QUARTER DIVIDEND OF $0.06 PER SHARE; ANNOUNCES FOCUS ON RESIDENTIAL REAL ESTATE RELATED INVESTMENTS Pasadena, CA, December 21, 2021 ? Western Asset Mortgage Capital Corporation (the ?Company?) (NYSE: WMC) announced today that its Board of Directors has declared a cash dividend of $0.06 per share for the fourth quarter of 2021.

December 22, 2021 8-K

Regulation FD Disclosure, 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): December 21, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION

November 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number:

November 4, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

November 4, 2021 EX-99.2

Third Quarter 2021 Investor Presentation November 4, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In p

Third Quarter 2021 Investor Presentation November 4, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

November 4, 2021 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, November 5, 2021 at 12:00 a.m. Eastern Time/9:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, November 5, 2021 at 12:00 a.m. Eastern Time/9:00 a.m. Pacific Time Pasadena, CA, November 4, 2021 ? Western Asset Mortgage Capital Corporation (the ?Company? or "WMC") (NYSE: WMC) today reported its results for the third quarter ended September 30

September 20, 2021 SC 13G

WMC / Western Asset Mortgage Capital Corp / BRIGADE CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

September 14, 2021 EX-1.1

Corporation, Western Asset Management Company, LLC and JMP Securities LLC.

Western Asset Mortgage Capital Corporation 6.75% Convertible Senior Notes due 2024 Underwriting Agreement September 10, 2021 JMP Securities LLC Montgomery Street, Suite 1100 San Francisco, California 94111 Ladies and Gentlemen: Western Asset Mortgage Capital Corporation, a Delaware corporation (the ?Company?), proposes to issue and sell to you (the ?Underwriter?) $75,000,000 principal amount of it

September 14, 2021 EX-4.2

Second Supplemental Indenture, dated as of September 14, 2021, by and between Western Asset Mortgage Capital Corporation and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.2 of Western Asset Mortgage Capital Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 14, 2021.

EXECUTION VERSION WESTERN ASSET MORTGAGE CAPITAL CORPORATION as Issuer WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of September 14, 2021 to the Indenture Dated as of October 2, 2017 6.

September 14, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 14, 2021 (September 10, 2021) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 2

September 13, 2021 424B5

$ 75,000,000 6.75 % Convertible Senior Notes due 2024

Filed pursuant to Rule 424(b)(5) Registration No. 333-238486 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 26, 2020) $ 75,000,000 6.75 % Convertible Senior Notes due 2024 We are offering $75 million aggregate principal amount of our 6.75 % Convertible Senior Notes due 2024, or the ?notes.? The notes will bear interest at a rate of 6.75% per year, payable semiannually in arrears on March 15 and Se

September 10, 2021 FWP

Pricing Term Sheet Western Asset Mortgage Capital Corporation $75,000,000 aggregate principal amount of 6.75% Convertible Senior Notes due 2024 (the “notes”)

Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated September 10, 2021 Relating to Preliminary Prospectus Supplement dated September 9, 2021 To Prospectus dated May 26, 2020 Registration Statement No.

September 9, 2021 424B5

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2021

Filed pursuant to Rule 424(b)(5) Registration No. 333-238486 SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2021 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the notes has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prospectus is not an off

September 7, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 7, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION

September 7, 2021 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES CHIEF EXECUTIVE OFFICER AND PRESIDENT APPOINTMENTS

EX-99.1 2 ex991ngpressrelease9721lea.htm EX-99.1 Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES CHIEF EXECUTIVE OFFICER AND PRESIDENT APPOINTMENTS Pasadena, CA, September 7, 2021: Western Asset Mortgage Capital Corporation (NYSE: WMC) (the “Company”) announced today that Jennifer Murphy will resign from her positions as President, Chief Executive Officer (“CEO”) and as a member

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-3

August 3, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 3, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 3, 2021 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, August 4, 2021 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, August 4, 2021 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, August 3, 2021 ? Western Asset Mortgage Capital Corporation (the ?Company? or "WMC") (NYSE: WMC) today reported its results for the second quarter ended June 30, 20

August 3, 2021 EX-99.2

Second Quarter 2021 Investor Presentation August 3, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In pa

Second Quarter 2021 Investor Presentation August 3, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

June 30, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): June 30, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

May 28, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e

May 21, 2021 8-K

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

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): May 17, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-

May 5, 2021 EX-99.2

First Quarter 2021 Investor Presentation May 5, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In partic

First Quarter 2021 Investor Presentation May 5, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

May 5, 2021 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, May 6, 2021 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2021 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, May 6, 2021 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, May 5, 2021 ? Western Asset Mortgage Capital Corporation (the ?Company? or "WMC") (NYSE: WMC) today reported its results for the first quarter ended March 31, 2021. FIRS

May 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 5, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE N

May 4, 2021 DEF 14A

- DEF 14A

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 o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) x Definitive Proxy State

March 8, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35543 WESTERN ASSET MORTGAGE CA

March 3, 2021 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, March 4, 2021 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

EX-99.1 2 wmcq4fy20ex991.htm EX-99.1 Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, March 4, 2021 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, March 3, 2021 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its

March 3, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 3, 2021 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

March 3, 2021 EX-99.2

Fourth Quarter 2020 Investor Presentation March 3, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In par

Fourth Quarter 2020 Investor Presentation March 3, 2021 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

December 31, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

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): December 31, 2020 (December 21, 2020) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-

December 31, 2020 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES CO-CHIEF INVESTMENT OFFICER APPOINTMENTS AND PROVIDES A NOTE REPURCHASE UPDATE SEAN JOHNSON AND GREG HANDLER TO SERVE AS INTERIM CO-CHIEF INVESTMENT OFFICERS; ADDITIONAL CONVERTIBLE NOTES REPURCHAS

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES CO-CHIEF INVESTMENT OFFICER APPOINTMENTS AND PROVIDES A NOTE REPURCHASE UPDATE SEAN JOHNSON AND GREG HANDLER TO SERVE AS INTERIM CO-CHIEF INVESTMENT OFFICERS; ADDITIONAL CONVERTIBLE NOTES REPURCHASED BY THE COMPANY Pasadena, CA, December 31, 2020 – Western Asset Mortgage Capital Corporation (the “Company”) (NYSE: WMC) announced toda

December 17, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

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): December 17, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION

December 17, 2020 EX-99.1

Investor Presentation December 17, 2020 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In particular, it is d

EX-99.1 2 investorupdatedec2020.htm EX-99.1 Investor Presentation December 17, 2020 We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In particular, it is difficult to fully assess the impact of COVID-19 at this time due to, among other factors, uncertainty rega

November 6, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number:

November 5, 2020 EX-99.2

Third Quarter 2020 Investor Presentation November 5, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the C

a3q20ex992ng Third Quarter 2020 Investor Presentation November 5, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

November 5, 2020 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, November 6, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Friday, November 6, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, November 5, 2020 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the third quarter ended September 30

November 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 5, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

August 10, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents lUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 6, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 6, 2020 EX-99.2

Second Quarter 2020 Investor Presentation August 5, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Co

a2q20ex992ng Second Quarter 2020 Investor Presentation August 5, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

August 6, 2020 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, August 6, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, August 6, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, August 5, 2020 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the second quarter ended June 30, 202

July 2, 2020 8-K

Unregistered Sales of Equity Securities

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): June 2, 2020 (July 1, 2020) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (C

June 23, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): June 23, 2020 (June 19, 2020) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092

June 5, 2020 8-K

Entry into a Material Definitive Agreement, 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): June 5, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 5, 2020 424B5

Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-238486 Prospectus Supplement (To Prospectus Dated May 26, 2020) $96,936,049.90 Common Stock We have entered into an equity distribution agreement, dated March 6, 2017, as amended June 5, 2020, or the equity distribution agreement, with JMP Securities LLC, which we refer to as the placement agent, relating to shares of our common stock offered b

June 5, 2020 EX-1.1

Amendment No. 1 to the Equity Distribution Agreement, dated June 5, 2020, among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and JMP Securities LLC, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed June 5, 2020.

WESTERN ASSET MORTGAGE CAPITAL CORPORATION AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT June 5, 2020 JMP Securities LLC 600 Montgomery Street, Suite 1100 San Francisco, California 94111 Ladies and Gentlemen: Reference is made to the Equity Distribution Agreement, dated March 6, 2017 (the “Equity Distribution Agreement”), among Western Asset Mortgage Capital Corporation, a Delaware corporation

June 3, 2020 8-K

Regulation FD Disclosure, 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): June 3, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

June 3, 2020 EX-99.1

Investor Presentation Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control. In particular, it

investorpresentationcon Investor Presentation Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

May 22, 2020 CORRESP

-

May 22, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 19, 2020 S-3

- S-3

As filed with the Securities and Exchange Commission on May 18, 2020 Registration No.

May 11, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-

May 7, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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): May 4, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE N

May 7, 2020 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, May 7, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2020 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, May 7, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, May 6, 2020 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the first quarter ended March 31, 2020. FIRS

May 7, 2020 EX-99.2

First Quarter 2020 Investor Presentation May 6, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Compan

a1q20ex992ng First Quarter 2020 Investor Presentation May 6, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.

April 29, 2020 DEF 14A

- DEF 14A

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 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

April 24, 2020 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 21, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

March 6, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35543 WESTERN ASSET MORTGAGE CA

March 6, 2020 EX-4.5

Description of securities registered under Section 12 of the Exchange Act.

EX-4.5 2 wmc12312019ex45.htm EXHIBIT 4.5 Exhibit 4.5 DESCRIPTION OF WESTERN ASSET MORTGAGE CAPITAL CORPORATION SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT Description of Common Stock The following is a summary of the rights and preferences of our common stock, and the related provisions of our amended and restated certificate of incorporation and amended and restate

March 4, 2020 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, March 5, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, March 5, 2020 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, March 4, 2020 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the fourth quarter and th

March 4, 2020 EX-99.2

Fourth Quarter 2019 Investor Presentation March 4, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or

wmc4qfy19ex992 Fourth Quarter 2019 Investor Presentation March 4, 2020 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties.

March 4, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 4, 2020 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

February 11, 2020 SC 13G/A

WMC / Western Asset Mortgage Capital Corp / UBS Group AG - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Western Asset Mortgage Capital Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 95790D105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appro

December 13, 2019 EX-1.1

Underwriting Agreement, dated December 9, 2019, by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and JMP Securities LLC.

Exhibit 1.1 Execution Version Western Asset Mortgage Capital Corporation 6.75% Convertible Senior Notes due 2022 Underwriting Agreement December 9, 2019 JMP Securities LLC Montgomery Street, Suite 1100 San Francisco, California 94111 Ladies and Gentlemen: Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) $50,00

December 13, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): 13, 2019 (December 9, 2019) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (C

December 10, 2019 FWP

Pricing Term Sheet Western Asset Mortgage Capital Corporation $50,000,000 aggregate principal amount of 6.75% Convertible Senior Notes due 2022 (the “notes”)

Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated December 9, 2019 Relating to Preliminary Prospectus Supplement dated December 9, 2019 To Prospectus dated March 7, 2017 Registration Statement No.

December 10, 2019 424B5

$50,000,000 6.75% Convertible Senior Notes due 2022

PROSPECTUS SUPPLEMENT (To Prospectus Dated March 7, 2017) $50,000,000 6.75% Convertible Senior Notes due 2022 We are offering $50,000,000 aggregate principal amount of our 6.75% Convertible Senior Notes due 2022, or the “reopened notes.” The reopened notes will bear interest at a rate of 6.75% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 20

December 9, 2019 424B5

SUBJECT TO COMPLETION, DATED DECEMBER 9, 2019

The information in this preliminary prospectus supplement is not complete and may be changed.

November 7, 2019 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number:

November 5, 2019 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, November 6, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, November 6, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, November 5, 2019 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the third quarter ended September

November 5, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2019 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

November 5, 2019 EX-99.2

Third Quarter 2019 Investor Presentation November 5, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible o

q3fy19ex992 Third Quarter 2019 Investor Presentation November 5, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties.

August 22, 2019 EX-1.1

Underwriting Agreement, dated August 20, 2019, by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and JMP Securities LLC

Exhibit 1.1 Execution Version Western Asset Mortgage Capital Corporation 6.75% Convertible Senior Notes due 2022 Underwriting Agreement August 20, 2019 JMP Securities LLC Montgomery Street, Suite 1100 San Francisco, California 94111 Ladies and Gentlemen: Western Asset Mortgage Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriter”) $40,000

August 22, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 22, 2019 (August 20, 2019) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298

August 22, 2019 FWP

PRICING TERM SHEET Western Asset Mortgage Capital Corporation $40,000,000 aggregate principal amount of 6.75% Convertible Senior Notes due 2022 (the “notes”)

Filed Pursuant to Rule 433 under the Securities Act of 1933 Issuer Free Writing Prospectus dated August 20, 2019 Relating to Preliminary Prospectus Supplement dated August 19, 2019 To Prospectus dated March 7, 2017 Registration Statement No.

August 21, 2019 424B5

$40,000,000 6.75% Convertible Senior Notes due 2022

Filed Pursuant to Rule 424(b)(5) Registration No. 333-216496 PROSPECTUS SUPPLEMENT (To Prospectus Dated March 7, 2017) $40,000,000 6.75% Convertible Senior Notes due 2022 We are offering $40,000,000 aggregate principal amount of our 6.75% Convertible Senior Notes due 2022, or the “reopened notes.” The reopened notes will bear interest at a rate of 6.75% per year, payable semiannually in arrears on

August 19, 2019 424B5

SUBJECT TO COMPLETION, DATED AUGUST 19, 2019

The information in this preliminary prospectus supplement is not complete and may be changed.

August 7, 2019 10-Q

WMC / Western Asset Mortgage Capital Corp 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-3

August 6, 2019 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, August 7, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, August 7, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, August 6, 2019 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the second quarter ended June 30, 20

August 6, 2019 EX-99.2

Second Quarter 2019 Investor Presentation August 6, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or

wmcq2fy19ex992 Second Quarter 2019 Investor Presentation August 6, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties.

August 6, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2019 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

June 7, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): June 10, 2019 (June 6, 2019) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (

May 20, 2019 8-K

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

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 May 20, 2019 (May 15, 2019) Date of Report (Date of earliest event reported): Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (C

May 17, 2019 8-K

Entry into a Material Definitive Agreement, 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): May 17, 2019 (May 14, 2019) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (C

May 17, 2019 EX-1.1

Underwriting Agreement, dated May 14, 2019, by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and JMP Securities LLC, as underwriter.

EX-1.1 2 exhibit11ua51719.htm EXHIBIT 1.1 Exhibit 1.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: May 14, 2019 WESTERN ASSET MORTGAGE CAPITAL CORPORATION 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT May 14, 2019 JMP Securities LLC As Representative of the several Underwriters named in Schedule I heret

May 16, 2019 424B5

5,000,000 Shares Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus Dated March 7, 2017) 5,000,000 Shares Common Stock This is a public offering of common stock of Western Asset Mortgage Capital Corporation.

May 14, 2019 424B5

Subject to Completion, dated MAY 14, 2019

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

May 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2019 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE N

May 7, 2019 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, May 8, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2019 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, May 8, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, May 7, 2019 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the first quarter ended March 31, 2019. FIR

May 7, 2019 EX-99.2

First Quarter 2019 Investor Presentation May 7, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or ass

wmcq1fy19ex9927 First Quarter 2019 Investor Presentation May 7, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties.

May 7, 2019 10-Q

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed on May 7, 2019

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-

April 24, 2019 DEF 14A

the portions of our Definitive Proxy Statement on Schedule 14A, filed April 24, 2019, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018; and

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 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

March 6, 2019 10-K

our Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 6, 2019;

10-K 1 wmc10k12312018.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

March 5, 2019 EX-99.2

Fourth Quarter 2018 Investor Presentation March 5, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or

wmc4qfy18ex992 Fourth Quarter 2018 Investor Presentation March 5, 2019 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties.

March 5, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 5, 2019 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE

March 5, 2019 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, March 6, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FOURTH QUARTER AND FULL YEAR 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Wednesday, March 6, 2019 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, March 5, 2019 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the fourth quarter and t

February 15, 2019 SC 13G

WMC / Western Asset Mortgage Capital Corp / UBS Group AG - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Western Asset Mortgage Capital Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 95790D105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropri

November 7, 2018 EX-99.2

Third Quarter 2018 Investor Presentation November 7, 2018 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible o

wmcq3fy18ex992 Third Quarter 2018 Investor Presentation November 7, 2018 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties.

November 7, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2018 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION F

November 7, 2018 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, November 8, 2018 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES THIRD QUARTER 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Thursday, November 8, 2018 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, November 7, 2018 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the third quarter ended September

November 7, 2018 10-Q

WMC / Western Asset Mortgage Capital Corp 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number:

September 25, 2018 EX-1.1

Underwriting Agreement, dated September 20, 2018, by and among Western Asset Mortgage Capital Corporation, Western Asset Management Company, LLC and Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein

Exhibit 1.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 20, 2018 WESTERN ASSET MORTGAGE CAPITAL CORPORATION (a Delaware corporation) 6,500,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT September 20, 2018 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Mer

September 25, 2018 8-K

Entry into a Material Definitive Agreement, 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 25, 2018 (September 20, 2018) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 2

September 25, 2018 424B5

6,500,000 Shares Common Stock

PROSPECTUS SUPPLEMENT (To Prospectus Dated March 7, 2017) 6,500,000 Shares Common Stock This is a public offering of common stock of Western Asset Mortgage Capital Corporation.

September 20, 2018 424B5

SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2018

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

August 7, 2018 10-Q

WMC / Western Asset Mortgage Capital Corp 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-3

August 6, 2018 EX-99.2

Second Quarter 2018 Investor Presentation August 6, 2018 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or

EX-99.2 3 wmcq2fy18ex992.htm EXHIBIT 99.2 Second Quarter 2018 Investor Presentation August 6, 2018 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and ob

August 6, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2018 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FIL

August 6, 2018 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Tuesday, August 7, 2018 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES SECOND QUARTER 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Tuesday, August 7, 2018 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, August 6, 2018 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the second quarter ended June 30, 2018

June 11, 2018 8-K

Submission of Matters to a Vote of Security Holders

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): June 11, 2018 (June 7, 2018) Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (

May 18, 2018 8-K

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

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 May 18, 2018 (May 15, 2018) Date of Report (Date of earliest event reported): Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (C

May 8, 2018 10-Q

WMC / Western Asset Mortgage Capital Corp 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 001-

May 7, 2018 EX-99.1

WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Tuesday, May 8, 2018 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time

Exhibit 99.1 WESTERN ASSET MORTGAGE CAPITAL CORPORATION ANNOUNCES FIRST QUARTER 2018 RESULTS Conference Call and Webcast Scheduled for Tomorrow, Tuesday, May 8, 2018 at 11:00 a.m. Eastern Time/8:00 a.m. Pacific Time Pasadena, CA, May 7, 2018 – Western Asset Mortgage Capital Corporation (the “Company” or "WMC") (NYSE: WMC) today reported its results for the first quarter ended March 31, 2018. FIRST

May 7, 2018 EX-99.2

First Quarter 2018 Investor Presentation May 8, 2018 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or ass

EX-99.2 3 wmcq1fy18ex992.htm EXHIBIT 99.2 First Quarter 2018 Investor Presentation May 8, 2018 Safe Harbor Statement We make forward-looking statements in this presentation that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and object

May 7, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2018 Western Asset Mortgage Capital Corporation (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-35543 27-0298092 (COMMISSION FILE N

April 24, 2018 DEF 14A

WMC / Western Asset Mortgage Capital Corp DEF 14A

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 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

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