Armour Residential Reit SEC Filings

ARMOUR Residential REIT, Inc. disclosed a Regulation FD press release announcing an updated estimated book value and attached that press release as Exhibit 99.1 to this Form 8-K. The filing states the company issued a press release announcing the updated estimated book value and expressly incorporates that press release by reference as an exhibit. The 8-K lists the registrant's securities (Common Stock: ARR; Preferred Stock Series C: ARR-PRC) and is signed by the Chief Financial Officer, Gordon M. Harper. The filing itself does not include the text of the press release in the body of the report.

Offering overview: This prospectus supplement dated August 5, 2025 announces an underwritten offering of 18,500,000 shares of ARMOUR Residential REIT, Inc. common stock at an underwriter purchase price of $16.17 per share, with an underwriter option to purchase an additional 2,775,000 shares. The filing states the NYSE last reported sale price for ARR was $16.80 on August 4, 2025. Delivery of shares is expected on or about August 7, 2025. Goldman Sachs & Co. LLC is bookrunner and BUCKLER Securities LLC is co-manager.

Proceeds, use and corporate actions: The prospectus presents estimated net proceeds figures in two places: the cover page states approximately $299,145,000 (or $344,016,750 if the option is fully exercised), while the offering table and Use of Proceeds section state approximately $298,645,000 (or $343,516,750 fully exercised). Proceeds are designated to acquire additional MBS and other mortgage-related assets. Recent developments include an Articles of Amendment effective August 1, 2025 increasing authorized common shares from 125,000,000 to 175,000,000, and declared/paid common dividends of $0.24 (June 27 and July 30 payments; $0.24 announced for August 29 record date August 15). Series C preferred dividends of $0.14583 are also scheduled.

Key governance and risk items: The filing reiterates ownership limits to preserve REIT status (9.8% cap) and discloses related-party arrangements and potential conflicts, including BUCKLER affiliation and a disclosed 10.8% equity interest in BUCKLER. Material risks highlighted include potential immediate dilution, broad manager discretion (ACM) over proceeds deployment, the possibility of funding dividends from offering proceeds, and typical underwriting stabilization and short-position activities.

ARMOUR Residential REIT, Inc. (NYSE: ARR) has filed a preliminary 424(b)(5) to issue 18.5 million new common shares, with a 30-day underwriters’ option for 2.775 million additional shares. Goldman Sachs is sole book-runner; affiliate Buckler Securities acts as co-manager.

The offering price and net proceeds are not yet fixed (last close 4 Aug 2025: $16.80). Management will use proceeds to buy additional Agency mortgage-backed securities and other mortgage assets, or hold Treasuries/money-market instruments pending deployment. Funds may also support monthly dividends until fully invested.

A charter amendment effective 1 Aug 2025 raised authorized common shares to 175 million, clearing capacity for the issuance. ARR reiterates its $0.24 monthly dividend, with the next payment on 29 Aug 2025 to holders of record 15 Aug 2025; new buyers in this deal qualify if they hold by the record date.

Risk disclosures highlight potential immediate book-value dilution, manager discretion over capital use, share-price volatility and short-squeeze exposure. Standard 9.8% REIT ownership limits, 45-day issuer and insider lock-ups and customary stabilization provisions apply.