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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 27, 2022 (July 26, 2022)
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 ☐
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 26, 2022, ARMOUR Residential REIT, Inc. (“ARMOUR”) submitted Articles of Amendment to the State Department of Assessments and Taxation of the State of Maryland to increase ARMOUR’s authorized shares of common stock, $0.001 par value per share, under ARMOUR’s charter, from 200,000,000 shares to 300,000,000 shares and to increase the aggregate par value of all authorized shares of stock having par value, including ARMOUR’s common stock and preferred stock, $0.001 par value per share, from $250,000 to $350,000. Pursuant to Maryland corporate law and Section 6.1 of ARMOUR’s charter, the Articles of Amendment were approved by ARMOUR’s board of directors and do not require any action by ARMOUR’s stockholders.
A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On July 27, 2022, ARMOUR announced a cash dividend of $0.10 per share, payable to holders of ARMOUR common stock for the month of August 2022, as set forth below:
| | | | | | | | |
| Holder of Record Date | | Payment Date |
| | |
| August 15, 2022 | | August 29, 2022 |
A copy of ARMOUR’s press release announcing the dividend is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
On July 26, 2022, ARMOUR’s board of directors authorized a repurchase program (the "Series C Preferred Stock Repurchase Program") of up to an aggregate of 2,000,000 shares of the ARMOUR’s outstanding Series C Cumulative Redeemable Preferred Stock. Under the Series C Preferred Stock Repurchase Program, shares may be repurchased in the open market, including block trades, through privately negotiated transactions, or pursuant to a trading plan separately adopted in the future. The timing, manner, price and amount of any repurchases will be at ARMOUR's discretion, in consultation with the Pricing Committee of the board of directors, subject to the requirements of the Securities Exchange Act of 1934, as amended, and related rules. ARMOUR is not required to repurchase any shares under the Series C Preferred Stock Repurchase Program and it may be modified, suspended or terminated at any time for any reason. ARMOUR does not intend to purchase shares from the board of directors or other affiliates. Under Maryland law, such repurchased shares are treated as authorized but unissued.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| | |
| 3.1 | | |
| 99.1 | | |
| 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 27, 2022
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| | ARMOUR RESIDENTIAL REIT, INC. |
| | | | |
| | By: | /s/ Gordon M. Harper | |
| | Name: | Gordon M. Harper | |
| | Title: | VP Finance, Controller and Treasurer | |
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 250,000,000 shares of stock, consisting of 200,000,000 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 $250,000.
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 350,000,000 shares of stock, consisting of 300,000,000 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 $350,000.”
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 above 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. ET on July 26, 2022 (the “Effective Time”).
SIXTH: The undersigned Co-Chief Executive Officer acknowledges these Articles of Amendment to be the corporate act of the Corporation, and verifies, under the penalties for perjury, that the matters and facts stated herein, which require such verification, are true and accurate, to the best of his knowledge, information and belief.
[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 Co-Chief Executive Officer and attested to by its Chief Financial Officer and Secretary on this 26th day of July, 2022.
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| ATTEST: | | ARMOUR RESIDENTIAL REIT, INC. |
| By: /s/ James R. Mountain | | By: /s/ Scott J. Ulm |
| Name: James R. Mountain | | Name: Scott J. Ulm |
| Title: Chief Financial Officer and Secretary | | Title: Co-Chief Executive Officer |
Return address of filing party:
ARMOUR Residential REIT, Inc.
301 Ocean Drive, Suite 201
Vero Beach, Florida 32963
ARMOUR RESIDENTIAL REIT, INC. ANNOUNCES
AUGUST 2022 DIVIDEND RATE PER COMMON SHARE
VERO BEACH, Florida – July 27, 2022 – ARMOUR Residential REIT, Inc. (NYSE: ARR and ARR-PRC) (“ARMOUR” or the “Company”) today announced the August 2022 cash dividend for the Company's Common Stock.
August 2022 Common Stock Dividend Information
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| Month | | Dividend | | Holder of Record Date | | Payment Date |
| August 2022 | | $0.10 | | August 15, 2022 | | August 29, 2022 |
Certain Tax Matters
ARMOUR has elected to be taxed as a real estate investment trust (“REIT”) for U.S. Federal income tax purposes. In order to maintain this tax status, ARMOUR is required to timely distribute substantially all of its ordinary REIT taxable income. Dividends paid in excess of current tax earnings and profits for the year will generally not be taxable to common stockholders. Actual dividends are determined at the discretion of the Company’s board of directors, which may consider additional factors including the Company’s results of operations, cash flows, financial condition and capital requirements as well as current market conditions, expected opportunities and other relevant factors.
About ARMOUR Residential REIT, Inc.
ARMOUR invests primarily in fixed rate residential, adjustable rate and hybrid adjustable rate residential mortgage-backed securities issued or guaranteed by U.S. Government-sponsored enterprises or guaranteed by the Government National Mortgage Association. ARMOUR is externally managed and advised by ARMOUR Capital Management LP, an investment advisor registered with the Securities and Exchange Commission (“SEC”).
Safe Harbor
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. The Company disclaims any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Additional Information and Where to Find It
Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s internet site at www.sec.gov, or the Company website at www.armourreit.com, or by directing requests to: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Investor Relations.
Investor Contact:
James R. Mountain
Chief Financial Officer
ARMOUR Residential REIT, Inc.
(772) 617-4340
