{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-23-040888","form_type":"8-K","ticker":null,"cik":"0001465885","company_name":"Western Asset Mortgage Capital Corp","filed_at":"2023-12-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.143264+00:00","generated_at":"2026-06-07T17:00:03.831369+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"WMC merges into MITT; stockholders receive 1.498 MITT shares + $0.92 cash per share","bullets":["Merger completed Dec 6, 2023; WMC stockholders receive 1.498 MITT shares + $0.92 cash per share.","WMC directors and executive officers resigned effective at merger close.","WMC management agreement terminated; Western Asset Management receives $7M termination fee.","WMC common stock delisted from NYSE; plans to file Form 15 to terminate SEC registration.","MITT issues ~9.2M shares; former WMC holders own ~31% of combined company."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-23-040888","json":"https://secwatch.observer/filing/0001628280-23-040888.json","markdown":"https://secwatch.observer/filing/0001628280-23-040888.md","text":"https://secwatch.observer/filing/0001628280-23-040888.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/wmc-20231206.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T17:00:03.831369+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"131a2bfffb","claim":"M. Christian Mitchell departed as Director at Western Asset Mortgage Capital Corp.","evidence_excerpt":"As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"15da5a7214","claim":"Lisa G. Quateman departed as Director at Western Asset Mortgage Capital Corp.","evidence_excerpt":"As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"2ca8b3f7f4","claim":"Bonnie M. Wongtrakool departed as other_named_officer at Western Asset Mortgage Capital Corp.","evidence_excerpt":"In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"}],"fact_type":"executive_change"},{"claim_id":"75681e893d","claim":"Ranjit M. Kripalani departed as Director at Western Asset Mortgage Capital Corp.","evidence_excerpt":"As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"83280ffbb1","claim":"James W. Hirschmann III departed as Director at Western Asset Mortgage Capital Corp.","evidence_excerpt":"As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b5fb5ded7f","claim":"Robert W. Lehman departed as other_named_officer at Western Asset Mortgage Capital Corp.","evidence_excerpt":"In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"}],"fact_type":"executive_change"},{"claim_id":"dcd6df61c4","claim":"Edward D. Fox, Jr. departed as Director at Western Asset Mortgage Capital Corp.","evidence_excerpt":"As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"dd94390f91","claim":"Elliott Neumayer departed as other_named_officer at Western Asset Mortgage Capital Corp.","evidence_excerpt":"In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"}],"fact_type":"executive_change"},{"claim_id":"f13491608a","claim":"Bonnie M. Wongtrakool departed as Director at Western Asset Mortgage Capital Corp.","evidence_excerpt":"As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with WMC), WMC’s directors ceased serving in such capacity.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f1fd6c5fdb","claim":"Greg Handler departed as other_named_officer at Western Asset Mortgage Capital Corp.","evidence_excerpt":"In addition, at the Effective Time, each of the executive officers of WMC, Bonnie M. Wongtrakool, Greg Handler, Robert W. Lehman and Elliott Neumayer, ceased to be an executive officer of WMC.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be"}],"fact_type":"executive_change"},{"claim_id":"d648101fb43ecc859cc43335116f777ff2da5fba","claim":"Western Asset Mortgage Capital Corp underwent a change of control involving A G Mortgage Investment Trust, Inc. (closed 2023-12-06).","evidence_excerpt":"the consummation on December 6, 2023 (the “Closing Date”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 8, 2023","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1465885/000162828023040888/0001628280-23-040888-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"A G Mortgage Investment Trust, Inc."},{"label":"Closing","value":"2023-12-06"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}