ARMOUR Residential REIT Inc.
01/28/2026 | Press release | Distributed by Public on 01/28/2026 15:49
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2026, ARMOUR Residential REIT, Inc. ("ARMOUR" or the "Company") entered into Amendment No. 7 (the "Seventh Sales Agreement Amendment"), pursuant to which ARMOUR increased by 15,000,000 the number of shares of common stock, par value $0.001 per share ("Common Stock"), that may be offered and sold under the Company's Equity Sales Agreement, dated July 26, 2023 (the "Sales Agreement"), with BUCKLER Securities LLC, an affiliate of the Company ("BUCKLER"), B. Riley Securities, Inc. ("B. Riley Securities"), Citizens JMP Securities LLC ("Citizens Capital Markets"), JonesTrading Institutional Services LLC ("Jones") and Ladenburg Thalmann & Co. Inc. ("Ladenburg Thalmann"), as sales agents, and the Company's external manager, ARMOUR Capital Management LP, as amended by Amendment No. 1, dated October 25, 2023 (the "First Sales Agreement Amendment"), pursuant to which the Company added StockBlock Securities LLC ("StockBlock") to the Sales Agreement, as further amended by Amendment No. 2, dated June 20, 2024 (the "Second Sales Agreement Amendment"), pursuant to which the Company added BTIG, LLC ("BTIG") to the Sales Agreement, as further amended by Amendment No. 3, dated August 23, 2024 (the "Third Sales Agreement Amendment"), pursuant to which the number of shares of our common stock that may be offered and sold under the Sales Agreement was increased by 25,000,000, as further amended by Amendment No. 4, dated September 20, 2024 (the "Fourth Sales Agreement Amendment"), pursuant to which the Company added Janney Montgomery Scott LLC, as further amended by Amendment No. 5, dated February 13, 2025 (the "Fifth Sales Agreement Amendment"), pursuant to which the number of shares of our common stock that may be offered and sold under the Sales Agreement was increased by 15,000,000, as further amended by Amendment No. 6, dated July 25, 2026 (the "Sixth Sales Agreement Amendment"), pursuant to which the number of shares of our common stock that may be offered and sold under the Sales Agreement was increased by 9,500,000 (as so amended, the "Amended Sales Agreement"). The purpose of the Seventh Sales Agreement Amendment was to (i) increase the number of shares of Common Stock available under the Sales Agreement by 15,000,000 and (ii) remove Janney as a sales agent and add Huntington Securities, Inc. ("Huntington" and together with BUCKLER, B. Riley Securities, BTIG, Citizens Capital Markets, Jones, Ladenburg Thalmann and StockBlock, the "Agents"), as a sales agent. Pursuant to the Amended Sales Agreement, the Company may, from time to time, issue and sell up to 23,244,198 shares (the "Shares") of the Company's Common Stock through or to the Agents. The Amended Sales Agreement includes the offer of 8,244,198 Shares that remained unsold under the Sales Agreement, as amended by the First Sales Agreement Amendment, the Second Sales Agreement Amendment, the Third Sales Agreement Amendment, the Fourth Sales Agreement Amendment, the Fifth Sales Agreement Amendment and the Sixth Sales Agreement, in addition to the offer of an additional 15,000,000 Shares.
The Amended Sales Agreement relates to an "at the market offering" program (the "Offering") and the shares of Common Stock to be sold in the Offering will be issued pursuant to a prospectus supplement (the "ATM Prospectus Supplement") filed with the Securities and Exchange Commission (the "SEC") on January 28, 2026, in connection with the Company's effective shelf registration statement on Form S-3 (Registration No. 333-278327). ARMOUR originally established the equity sales program on July 26, 2023 when it entered into the Sales Agreement, and filed a related prospectus supplement. ARMOUR entered into the First Sales Agreement Amendment on October 25, 2023 and filed a related prospectus supplement. ARMOUR entered into the Second Sales Agreement Amendment on June 20, 2024 and filed a related prospectus supplement. ARMOUR entered into the Third Sales Agreement Amendment on August 23, 2024 and filed a related prospectus supplement. ARMOUR entered into the Fourth Sales Agreement Amendment on September 20, 2024 and filed a related prospectus supplement. ARMOUR entered into the Fifth Sales Agreement Amendment on February 13, 2025 and filed a related prospectus supplement. ARMOUR entered into the Sixth Sales Agreement Amendment on July 25, 2025 and filed a related prospectus supplement. The ATM Prospectus Supplement amends and restates in its entirety such related prospectus supplement and the Common Stock to which the ATM Prospectus Supplement relates is offered pursuant to the terms of the Amended Sales Agreement.
The Seventh Sales Agreement Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Seventh Sales Agreement Amendment and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.1.
The Company is also filing this Current Report on Form 8-K to provide a legal opinion regarding the validity of the Shares to be issued and sold in the Offering, which opinion is attached hereto as Exhibit 5.1, and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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