[8-K] ARMOUR Residential REIT, Inc. Reports Material Event

Rhea-AI Filing Summary

Wayfair Inc. (symbol W) has filed a Form 144 indicating the intention to sell 180,943 Class A shares through Fidelity Brokerage Services on or about 01 July 2025. The shares carry an aggregate market value of $9.51 million and represent roughly 0.17 % of the company’s 103.66 million shares outstanding.

The shares were originally acquired on 01 January 2002 as “Founder Shares” received as compensation. Within the past three months, related parties named in the filing—Steven K. Conine and the Conine Family Foundation—have already sold 153,963 shares for total gross proceeds of approximately $6.71 million.

• Proposed sale class: Class A
• Broker: Fidelity Brokerage Services LLC, Smithfield RI
• Exchange: NYSE
• Planned sale date: 07/01/2025
• Recent insider sales (last 3 months): ~154 k shares

While the dollar amount is sizeable, the percentage of outstanding shares is small, suggesting limited direct dilution. Nonetheless, the continued disposition of shares by founder-linked entities may influence investor sentiment.

Positive

• None.

Negative

• Founder-linked parties intend to sell 180,943 shares valued at $9.51 million after recently divesting ~154 k shares, which could signal reduced insider confidence.

Insights

Securities Analyst

TL;DR – Small (0.17 %) insider sale; minimal dilution, sentiment watch.

The filing covers 180,943 shares worth $9.51 million, only 0.17 % of Wayfair’s float. Liquidity impact is negligible; however, when combined with the 154 k shares sold in the prior three months, the data show consistent selling pressure from founder-linked accounts. Such activity can cap near-term upside, but the volume is far below thresholds that usually trigger mechanical market effects. I classify the event as neutral from a valuation standpoint; investors should monitor for further sales patterns.

Corporate Governance Expert

TL;DR – Ongoing founder sales may raise governance & confidence concerns.

Rule 144 filings give transparency into insider intent. Founder-related parties have liquidated ~154 k shares and now seek to dispose of another 180,943 shares. Although the stake is small in percentage terms, repeated sales can be interpreted as waning long-term commitment. No disclosure of a 10b5-1 plan date is provided, which may draw scrutiny. I view the pattern as a modestly negative governance signal, warranting attention if the cadence persists.

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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 1, 2025

ARMOUR Residential REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland			001-34766			26-1908763
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

3001 Ocean Drive, Suite 201
Vero Beach,			Florida						32963
(Address of Principal Executive Offices)									(Zip Code)

(772) 617-4340

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbols

Name of Exchange on which registered

Preferred Stock, 7.00% Series C Cumulative Redeemable

ARR-PRC

New York Stock Exchange

Common Stock, $0.001 par value

ARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).        

Emerging growth company ☐

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 8.01. Other Events.

    On July 1, 2025, ARMOUR Residential REIT, Inc. (“ARMOUR”) confirmed the cash dividend of $0.24 per share, payable to holders of ARMOUR common stock for the month of July 2025, as set forth below:

Holder of Record Date						Payment Date
July 15, 2025						July 30, 2025

    Additionally, ARMOUR confirmed on July 1, 2025, that a monthly cash dividend rate of $0.14583 per share will be payable to holders of ARMOUR Series C Preferred Stock for each of the three months in the third quarter of 2025 as set forth below:

Holder of Record Date						Payment Date
July 15, 2025						July 28, 2025
August 15, 2025						August 27, 2025
September 15, 2025						September 29, 2025

A copy of ARMOUR's press release announcing the dividend is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press Release confirming the July 2025 common dividend and the Q3 2025 dividends on Series C Preferred Stock
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 1, 2025

			ARMOUR RESIDENTIAL REIT, INC.
			By:			/s/ Gordon M. Harper
			Name:			Gordon M. Harper
			Title:			Chief Financial Officer

FAQ

How many Wayfair (W) shares are insiders proposing to sell in the latest Form 144?

The filing covers 180,943 Class A shares.

What is the market value of the shares listed in Wayfair’s Form 144?

The aggregate market value is $9.51 million.

What percentage of Wayfair’s outstanding shares does the proposed sale represent?

Approximately 0.17 % of the 103.66 million shares outstanding.

When is the planned sale date for the 180,943 Wayfair shares?

The approximate sale date noted in the filing is 07/01/2025.

How many Wayfair shares have related parties sold in the past three months?

The filing lists 153,963 shares sold during the last three-month period, generating about $6.71 million in gross proceeds.

Which broker will handle the proposed Wayfair share sale?

Fidelity Brokerage Services LLC, Smithfield, Rhode Island.