Armour Residential REIT Enters Material Agreement

TL;DR

ARR signed a big deal, filed amendments & financials. Watch this space.

AI Summary

Armour Residential REIT, Inc. announced on August 22, 2024, that it entered into a material definitive agreement. The company also filed amendments to its articles of incorporation or bylaws and submitted financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates a significant new agreement for Armour Residential REIT, which could impact its financial strategy and operations. Investors should monitor the details of this agreement for potential future implications.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks or opportunities that are not yet fully understood, warranting a medium risk assessment.

Key Players & Entities

• Armour Residential REIT, Inc. (company) — Registrant
• August 22, 2024 (date) — Date of earliest event reported
• August 23, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — New York Stock Exchange Common Stock, $0.001 par value ARR New York Stock Exchange

Filing Documents

• arr-20240823.htm (8-K) — 38KB
• exhibit11amendmentno3toequ.htm (EX-1.1) — 37KB
• exhibit31articlesofamendme.htm (EX-3.1) — 10KB
• exhibit51arraugust2024pros.htm (EX-5.1) — 9KB
• 0001428205-24-000204.txt ( ) — 274KB
• arr-20240823.xsd (EX-101.SCH) — 4KB
• arr-20240823_def.xml (EX-101.DEF) — 16KB
• arr-20240823_lab.xml (EX-101.LAB) — 28KB
• arr-20240823_pre.xml (EX-101.PRE) — 16KB
• arr-20240823_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 23, 2024, ARMOUR Residential REIT, Inc. ("ARMOUR" or the "Company") entered into Amendment No. 3 (the "Third Common Stock Sales Agreement Amendment"), pursuant to which ARMOUR increased by 25,000,000 the number of shares of common stock, par value $0.001 per share, that may be offered and sold under the Company's Equity Sales Agreement, dated July 26, 2023 (the "Original Common Stock Sales Agreement"), with BUCKLER Securities LLC, an affiliate of the Company ("BUCKLER"), JonesTrading Institutional Services LLC ("Jones"), Citizens JMP Securities LLC ("Citizens JMP"), Ladenburg Thalmann & Co. Inc. ("Ladenburg Thalmann") and B. Riley Securities, Inc. ("B. Riley Securities") as sales agents and the Company's external manager, ARMOUR Capital Management LP ("ACM"), as amended by Amendment No. 1, dated October 25, 2023 (the "First Common Stock Sales Agreement Amendment"), pursuant to which the Company added StockBlock Securities LLC ("StockBlock") to the Original Common Stock Sales Agreement, as further amended by Amendment No. 2, dated June 20, 2024 (the "Second Common Stock Sales Agreement Amendment"), pursuant to which the Company added BTIG, LLC ("BTIG," and together with BUCKLER, Jones, Citizens JMP, Ladenburg Thalmann and StockBlock, the "Common ATM Agents") to the Original Common Stock Sales Agreement (as amended by the First Common Stock Sales Agreement Amendment, the Second Common Stock Sales Agreement Amendment and the Third Common Stock Sales Agreement Amendment, the "Amended Common Stock Sales Agreement"). The purpose of the Third Common Stock Sales Agreement Amendment was to, among other things, increase the number of shares of Common Stock available under the Original Common Stock Sales Agreement by 25,000,000 shares. Pursuant to the Amended Common Stock Sales Agreement, the Company may, from time to time, issue and sell up to 32,759,146 shares ("Shares") of the Company's Common Stock through o

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On August 22, 2024, the Company submitted Articles of Amendment with the State of Maryland to increase the number of authorized shares of common stock from 90,000,000 shares to 125,000,000 shares to be effective as of August 22, 2024. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Amendment No. 3, dated August 23, 2024, by and among ARMOUR Residential REIT, Inc. and ARMOUR Capital Management LP, and BUCKLER Securities LLC, JonesTrading Institutional Services LLC, Citizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc., StockBlock Securities LLC and BTIG, LLC. 3.1 Articles of Amendment to Articles of Amendment and Restatement 5.1 Opinion of Holland & Knight LLP 23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 23, 2024 ARMOUR RESIDENTIAL REIT, INC. By: /s/ Gordon M. Harper Name: Gordon M. Harper Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR