Date of Report (Date of earliest event reported) January 15, 2021 (January 13, 2021)

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)

(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 7.01.    Regulation FD Disclosure.

On January 15, 2021, ARMOUR Residential REIT, Inc. (“ARMOUR”) produced for distribution a slide deck presentation, which contains updates on ARMOUR's financial position, business and operations. Attached as Exhibit 99.1 to this report is the slide deck presentation produced by ARMOUR.

The slide deck presentation attached to this report as Exhibit 99.1 is furnished pursuant to this Item 7.01 and shall not be deemed filed in this or any other filing of ARMOUR under the Securities Exchange Act of 1934, as amended, unless expressly incorporated by specific reference in any such filing.

Item 8.01. Other Events.

On April 30, 2020, ARMOUR Capital Management LP (“ACM”) notified ARMOUR that ACM was voluntarily waiving a portion of the Base Management Fee due and payable to ACM pursuant to the Seventh Amended and Restated Management Agreement, effective as of November 17, 2017 (as further amended and restated on July 21, 2020, the “Agreement”), until further notice. This previously disclosed voluntary waiver was deemed prudent by ACM to maintain a competitive cost structure for ARMOUR considering the COVID-19 related decline in the stockholders’ equity of ARMOUR.

In early January 2021, ACM reviewed (and will continue to review quarterly) the level of such fee waiver considering current economic circumstances and noted that from May 1, 2020 to December 31, 2020, the stockholders’ equity of ARMOUR has increased (before issuance of additional shares), resulting in a partial recovery of the COVID-19 related decline. On January 13, 2021, ACM notified ARMOUR that it intended to adjust the fee waiver to the rate of $2.4 million for the first quarter of 2021 and $800,000 per month thereafter until ACM provides further notice to ARMOUR. ACM may terminate this waiver for any month by providing notice to ARMOUR on or before the 25th day of the preceding month. This waiver does not constitute a waiver of any other amounts due to ACM from ARMOUR under the Agreement or otherwise, including but not limited to any expense reimbursements, any amounts calculated by reference to the contractual Base Management Fee, or any awards under the Second Amended and Restated 2009 Stock Incentive Plan.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: January 15, 2021


By: /s/ James R. Mountain 
Name: James R. Mountain
Title: Chief Investment Officer

ARMOUR RESIDENTIAL REIT, Inc. Company Update 1/15/2021 ARMOUR seeks to create shareholder value through thoughtful investment and risk management that produces current yield and superior risk adjusted returns over the long term. Our focus on residential real estate finance supports home ownership for a broad and diverse spectrum of Americans by bringing private capital into the mortgage markets.

2 • Certain statements made in this presentation regarding ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”), and any other statements regarding ARMOUR’s future expectations, beliefs, goals or prospects constitute “forward-looking statements” made within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions) should also be considered forward-looking statements. Forward-looking statements include but are not limited to statements regarding the projections and future plans for ARMOUR’s business, growth and operational improvements. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of ARMOUR’s control. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements. Additional information concerning these factors and risks are contained in the Company’s most recent annual and quarterly reports and other reports filed with the Securities and Exchange Commission. ARMOUR assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. • This material is for information purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation for any securities or financial instruments. The statements, information and estimates contained herein are based on information that the Company believes to be reliable as of today's date unless otherwise indicated. ARMOUR cannot guarantee future results, levels of activity, performance or achievements. • Pricing and duration information are estimates provided by independent third-party providers based on models that require inputs and assumptions. Actual realized prices and durations will depend on a number of factors that cannot be predicted with certainty and may be materially different from estimates. • Estimates do not reflect any costs of operation of ARMOUR. • THE INFORMATION PRESENTED HEREIN IS UNAUDITED AND NOT REVIEWED BY OUR INDEPENDENT PUBLIC ACCOUNTANTS. PLEASE READ: Important Note Regarding Forward Looking Statements and Estimates

3 Stockholders' Equity and Liquidity Dividend Policy Shareholder Alignment Transparency and Governance ARMOUR REIT Manager • Stockholders' Equity at the end of Q4 2020 totaled $938 million, including the 7.00% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred") with liquidation preference totaling $134 million. • Book Value per Common Share on December 31, 2020 was $12.32. At year-end, ARMOUR had 65,290,733 common shares outstanding. • December 31, 2020 liquidity was $623 million, consisting of $168 million cash & $456 million unlevered Agency and US Treasury securities. • ARMOUR pays dividends monthly. • The Company previously announced the January common stock dividends of $0.10 per share payable on January 28, 2021 to holders of record on January 15, 2021. • Since inception in November 2009, ARMOUR has paid out $1.6 billion in dividends.(1) • Returned $787 million to common shareholders through share repurchases and distributions since 2013. • Senior management maintains common stock ownership in excess of $5.75 million aggregate target. • Managed preferred shares through repurchases, calls, and refinancing to maximize value in capital structure. • Updated portfolio and liability details can be found monthly at www.armourreit.com. • Non-Executive Board Chairman and separate Lead Independent Director. • ARMOUR REIT is externally managed by ARMOUR Capital Management LP. • ARMOUR Capital Management LP is the majority owner of BUCKLER Securities, a FINRA registered broker-dealer. ARMOUR Overview 1 (1) Includes both common and preferred stock dividends through December 2020. Information as of 12/31/2020. 2 3 4 5 ARMOUR manages an investment portfolio consisting of mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises (“GSEs”), Treasury securities, and cash.

4 Information as of 12/31/2020. Portfolio value is based on independent third-party pricing. Information includes estimates of the effect of forward settling trades. Some totals may not foot due to rounding. Securities % of Portfolio Current Value (millions) Weighted Average Book Price Weighted Average Market Price Weighted Average Net/Gross Coupon Estimated Effective Duration Agency ARMs & Hybrids 0.3% $26.5 102.0% 102.8% 2.72/3.28 1.07 Agency Multifamily Ballooning in 120 Months or Less 14.4% $1,138.8 102.4% 116.5% 3.69/4.60 6.87 Agency Fixed Rates Maturing Between 0 and 180 Months 12.4% $978.3 105.2% 106.3% 2.77/3.44 2.95 Agency Fixed Rates Maturing Between 181 and 360 Months 38.5% $3,034.6 106.3% 108.1% 3.24/3.88 3.40 Agency Portfolio 65.6% $5,178.3 Agency 15Y TBA Long Dollar Roll 18.5% $1,459.1 103.8% 104.2% 1.93/ N/A 2.84 Agency 30Y TBA Long Dollar Roll 18.6% $1,464.3 104.1% 104.6% 2.29/ N/A 3.17 Agency 30Y TBA Short Dollar Roll (2.7)% ($211.4) 105.5% 105.7% 3.50/ N/A 1.42 Net TBA Portfolio 34.4% $2,712.0 Total Portfolio 100.0% $7,890.3 • Approximately 94% of ARMOUR's Agency portfolio positions (excluding TBA positions) benefit from favorable prepayment characteristics, including: ◦ 22% have prepayment penalties (Agency Multifamily). ◦ 58% have loan balances less than or equal to 225k. ◦ 4% have 100% loans in geographies with additional taxes on refinancing and cashout transactions such as TX, FL, and NY. ◦ 10% have loan-to-value ratios greater than 95%, FICO scores of less than 700 or seasoning of greater than 24 months. ARMOUR Portfolio Composition

5 (1) BUCKLER Securities LLC is a FINRA registered broker-dealer affiliated with ARMOUR REIT. (2) ARMOUR is currently borrowing from 18 repo counterparties and ARMOUR has active MRAs with 33 counterparties. Information as of 12/31/2020. Some totals may not foot due to rounding. ARMOUR Hedging and Financing Composition Repurchase Agreements Repo Counterparty Principal Borrowed (millions) % of Repo Positions Wtd. Avg. Original Term Wtd. Avg. Remaining Days Longest Remaining Term in Days BUCKLER Securities LLC (1) $2,998 66% 64 21 57 All Other Counterparties (2) $1,538 34% 85 22 53 Total or Wtd. Avg. $4,536 100% 71 21 6 N o ti o n al ( in m ill io n s) Interest Rate Swap Breakdown by Months to Maturity 0 - 1 2 M on th s 13 - 24 M on th s 25 - 36 M on th s 37 - 48 M on th s 49 - 60 M on th s 61 - 72 M on th s 73 - 84 M on th s 97 - 10 8 M on th s 10 9 - 1 20 M on th s 0 1,000 2,000 Interest Rate Swap Breakdown by Floating Rate Index Fed Funds 58.2% Secured Overnight Financing Rate 41.8% Total Swap Position is $5.3B with a weighted average maturity of 58 months. ARMOUR is currently active with seven swap counterparties.

6 Constant Prepayment Rate ("CPR") is the annualized equivalent of single monthly mortality ("SMM"). CPR attempts to predict the percentage of principal that will prepay over the next twelve months based on historical principal pay downs. CPR is reported on the 4th business day of the month for the previous month's prepayment activity. ARMOUR's Agency Portfolio Constant Prepayment Rates ("CPR") Monthly Portfolio CPR Ja nu ar y 2 02 0 Fe br ua ry 2 02 0 M ar ch 2 02 0 Ap ril 2 02 0 M ay 2 02 0 Ju ne 2 02 0 Ju ly 20 20 Au gu st 20 20 Se pt em be r 2 02 0 Oc to be r 2 02 0 No ve m be r 2 02 0 De ce m be r 2 02 0 Ja nu ar y 2 02 1 10 15 20

7ARMOUR Net Interest Margin P er ce n t Net Interest Margin Analysis thru Q4 2020 Asset Yield Cost of Funds including Hedges Net Interest Margin 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 0 1 2 3 4 Estimated NIM is down from 1.95% in Q3 2020 to 1.72% in Q4 2020, which is largely due to the increase in prepayment speeds which can be seen on pg. 6.

ARMOUR Residential REIT, Inc. 3001 Ocean Drive Suite 201 Vero Beach, FL 32963 armourreit.com 772-617-4340