Armour Residential Reit SEC Filings

Sergey Losyev, Co‑Chief Investment Officer and director of ARMOUR Residential REIT, Inc. (ARR), converted vested phantom stock into common shares on August 21, 2025. He elected to convert 1,226 of 1,500 vested phantom stock units into 1,226 shares of ARMOUR common stock and elected to receive the remaining 274 vested units in cash to cover income taxes. Following the reported transactions, the Form 4 shows beneficial ownership figures of 2,779.539 and 2,505.539 shares in two reported non‑derivative lines, and 27,000 shares underlying phantom stock units remaining. The filing notes 60.539 shares are held in his self‑directed rollover IRA, with 7.695 acquired via dividend reinvestment.

Scott J. Ulm, CEO and director of ARMOUR Residential REIT, Inc. (ARR), converted vested phantom stock into common shares and cash on August 21, 2025. He elected to convert 2,028 vested phantom units into 2,028 shares of ARMOUR common stock and to convert 1,352 vested phantom units into cash to cover withholding taxes. The conversions increased his direct common stock holdings by 3,380 shares to 72,126 shares in total; separately, a reported disposition of 1,352 shares at $14.81 reduced a reported beneficial holding to 70,774 shares in one entry, while Table II shows 3,380 underlying shares from phantom-stock conversion, leaving 43,630 derivative shares outstanding. Each phantom unit equals one share of common stock as disclosed.

Carolyn Downey, a director of ARMOUR Residential REIT, Inc. (ARR), reported transactions on August 21, 2025. She converted 520 vested units of phantom stock, which are each economically equivalent to one share of ARMOUR common stock. Of the 520 vested units, she elected to convert 260 units into 260 shares of common stock and elected to convert the remaining 260 units into cash solely to pay income taxes on the vested stock. The Form 4 shows a net issuance event that increased her recorded common stock holdings to 23,368 shares before a reported disposition of 260 shares at a price of $14.80, leaving 23,108 shares beneficially owned. The filing also reports 3,740 phantom stock units beneficially owned following the transactions. This disclosure reflects a routine equity compensation conversion and cash election to satisfy tax obligations.

Armour Residential REIT insider transaction summary: On 08/21/2025, Gordon Harper, the company CFO and a director, converted 2,699 vested units of phantom stock into 2,699 shares of ARMOUR common stock and elected to receive cash for the remaining 1,301 vested phantom stock units to cover income taxes. The cash conversion for 1,301 shares was executed at a price of $14.81 per share, and the conversion created 4,000 shares in total from the phantom units. After these transactions, Harper beneficially owned 66,600 shares of common stock.

ARMOUR Residential REIT, Inc. (ARR) reported on an 8-K that on August 15, 2025 it produced a presentation providing updates on its financial position, business and operations. The presentation is attached as Exhibit 99.1 and is furnished under Item 7.01; the company states the exhibit is furnished and not filed and will not be deemed filed unless expressly incorporated by reference in a future filing. The report also references Item 9.01 regarding exhibits.

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.