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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 05, 2025 (August 1, 2025)
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland |
001-34766 |
26-1908763 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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| 3001 Ocean Drive, Suite 201 |
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| Vero Beach, |
Florida |
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32963 |
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(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:
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| Title of Each Class |
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Trading symbols |
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Name of Exchange on which registered |
| Preferred Stock, 7.00% Series C Cumulative Redeemable |
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ARR-PRC |
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New York Stock Exchange |
| Common Stock, $0.001 par value |
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ARR |
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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 ☐
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| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 1, 2025, ARMOUR Residential REIT, Inc. submitted Articles of Amendment with the State of Maryland to increase the number of authorized shares of common stock from 125,000,000 shares to 175,000,000 shares to be effective as of August 1, 2025. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
Description |
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| 3.1 |
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| 104 |
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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: August 05, 2025
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ARMOUR RESIDENTIAL REIT, INC. |
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By: |
/s/ Gordon M. Harper |
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Name: |
Gordon M. Harper |
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Title: |
Chief Financial Officer |
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EX-3.1
2
exhibit31articlesofamendme.htm
EX-3.1
Document
ARMOUR RESIDENTIAL REIT, INC.
ARTICLES OF AMENDMENT
ARMOUR Residential REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The first two sentences of Section 6.1 of the Charter of the Corporation currently specify that the Corporation has authority to issue 175,000,000 shares of stock, consisting of 125,000,000 shares of Common Stock, $0.001 par value per share, and 50,000,000 shares of Preferred Stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $175,000.
SECOND: The Charter of the Corporation is hereby further amended, as of the Effective Time (as defined below), by deleting the first two sentences of Section 6.1 in their entirety and replacing them with the following:
“6.1 Authorized Shares. The Corporation has authority to issue 225,000,000 shares of stock, consisting of 175,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and 50,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $225,000.”
THIRD: The amendments to the Charter of the Corporation as set forth above have been duly approved by a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). The amendments set forth herein are limited to changes expressly authorized to be made without action by the stockholders of the Corporation by, as applicable, (a) Section 2-105(a)(13) of the MGCL and the Charter of the Corporation; or (b) Section 2-605(a)(2) of the MGCL.
FOURTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, if any, of the Corporation’s classes of stock remain unchanged by these Articles of Amendment.
FIFTH: These Articles of Amendment shall be effective at 5:00 p.m. EDT on August 1, 2025 (the “Effective Time”).
FIFTH: The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 1st day of August, 2025.
ATTEST: ARMOUR RESIDENTIAL REIT, INC.
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By: /s/ Gordon M. Harper |
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By: /s/ Scott J. Ulm |
Name: Gordon M. Harper |
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Name: Scott J. Ulm |
Title: Chief Financial Officer |
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Title: Chief Executive Officer |
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