Armour Residential REIT, Inc. (Form: 8-K, Received: 06/21/2024 16:18:56)

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) June 21, 2024 (June 20, 2024)

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 ☐

Item 1.01 Entry into a Material Definitive Agreement.

Common Stock ATM

On June 20, 2024, ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) entered into Amendment No. 2 (the “Second Common Stock Sales Agreement Amendment”), pursuant to which ARMOUR added BTIG, LLC (“BTIG”) to the Equity Sales Agreement, dated July 26, 2023 (the “Original Common Stock Sales Agreement”), with BUCKLER Securities LLC, an affiliate of the Company ("BUCKLER"), JonesTrading Institutional Services LLC (“Jones”), Citizens JMP Securities LLC (“Citizens JMP”), Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”) and B. Riley Securities, Inc. (“B. Riley Securities”) as sales agents and the Company’s external manager, ARMOUR Capital Management LP ("ACM"), as amended by Amendment No. 1, dated October 25, 2023 (the "First Common Stock Sales Agreement Amendment"), pursuant to which the Company added StockBlock Securities LLC ("StockBlock," and together with BUCKLER, JonesTrading, Citizens JMP, Ladenburg Thalmann and BTIG, the “Common ATM Agents”) to the Original Common Stock Sales Agreement (as amended by the First Common Stock Sales Agreement Amendment and the Second Common Stock Sales Agreement Amendment, the “Amended Common Stock Sales Agreement”). The purpose of the Second Common Stock Sales Agreement Amendment was to, among other things, add BTIG as a party to the Original Common Stock Sales Agreement.

The Amended Common Stock Sales Agreement relates to an “at the market offering” ("ATM") program (the “Common ATM Offering”) and the shares of common stock, par value $0.001 per share (the “Common Stock”), to be sold in the Common ATM Offering will be issued pursuant to a prospectus supplement (the “Common ATM Prospectus Supplement”) filed with the Securities and Exchange Commission on June 20, 2024, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-278327). ARMOUR originally established the Common Stock equity sales program on July 26, 2023 when it entered into the Original Common Stock Sales Agreement, and filed a related prospectus supplement. ARMOUR entered into the First Common Stock Sales Agreement Amendment on October 25, 2023 and filed a related prospectus supplement. The Common Stock ATM Prospectus Supplement amends and restates in its entirety such related prospectus supplement and the Common Stock to which the Common Stock ATM Prospectus Supplement relates is offered pursuant to the terms of the Common Stock Amended Sales Agreement. In accordance with the terms of the Common Stock Amended Sales Agreement, ARMOUR may, from time to time, propose to the Common ATM Agents to issue and sell up to 11,671,257 shares of ARMOUR’s Common Stock through or to such designated Common ATM Agents.

The Second Common Stock 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 Second Common Stock Sales Agreement Amendment and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.1.

Preferred Stock ATM

On June 20, 2024, the Company entered into Amendment No. 1 (the “Preferred Stock Sales Agreement Amendment”), pursuant to which ARMOUR added BTIG to the Equity Sales Agreement, dated January 29, 2020 (the “Original Preferred Stock Sales Agreement” and, as amended by the Preferred Stock Sales Agreement Amendment, the “Amended Preferred Stock Sales Agreement”), with BUCKLER and B. Riley Securities (together with BUCKLER and BTIG, the “Preferred ATM Agents”) as sales agents and ACM. The purpose of the Preferred Stock Sales Agreement Amendment was to, among other things, add BTIG as a party to the Original Preferred Stock Sales Agreement.

The Amended Preferred Stock Sales Agreement relates to an ATM program (the “Preferred ATM Offering”) and the shares of 7.00% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series C Preferred Stock”) to be sold in the Preferred ATM Offering will be issued pursuant to a prospectus supplement (the “Preferred ATM Prospectus Supplement”) filed with the Commission on June 20, 2024, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-278327). ARMOUR originally established the Series C Preferred Stock equity sales program on January 29, 2020 when it entered into the Original Preferred Stock Sales Agreement, and filed a related prospectus supplement. The Preferred Stock ATM Prospectus Supplement amends and restates in its entirety such related prospectus supplement and the Series C Preferred Stock to which the Preferred Stock ATM Prospectus Supplement relates is offered pursuant to the terms of the Preferred Stock Amended Sales Agreement. In accordance with the terms of the Preferred Stock Amended Sales Agreement, ARMOUR may, from time to time, propose to the Preferred ATM Agents to issue and sell up to 3,153,022 shares of ARMOUR’s Series C Preferred Stock through or to such designated Preferred ATM Agents.

The Preferred Stock Sales Agreement Amendment is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Preferred Stock Sales Agreement Amendment and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.2.

Advisory Agreement

On June 20, 2024, the Company entered into an advisory agreement with Jeffrey Zimmer, the Company’s former Co-Chief Executive Officer, President, Vice Chair and a director, effective as of March 15, 2024 (the “Advisory Agreement”). The Advisory Agreement documents Mr. Zimmer’s ongoing service to the Company as an ex-officio, non-voting special advisor to the Board of Directors of the Company, immediately following his retirement, as previously announced, in addition to his roles at ARMOUR Capital Management LP, the Company’s external manager. Pursuant to the Advisory Agreement, Mr. Zimmer will provide only advisory services to the Board of Directors as described in the Advisory Agreement. Mr. Zimmer will continue to be involved in areas and activities with respect to ACM’s business of advising the Company, subject to certain constraints as described in the Advisory Agreement. In consideration for his continuing services, the unvested stock awards previously granted to Mr. Zimmer by the Company shall continue to vest during the period that Mr. Zimmer provides services. Under the Advisory Agreement, Mr. Zimmer will not receive any compensation for his services. In addition, the Company agreed to provide Mr. Zimmer in his capacity as an advisor with indemnifications rights under certain circumstances. The Advisory Agreement contains customary covenants agreed to by Mr. Zimmer regarding confidentiality and compliance with the Company’s insider trading policy.

The foregoing description of the Advisory Agreement is a summary and is qualified in its entirety by reference to the full text of the Advisory Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Item 8.01. Other Events

As previously disclosed pursuant to Current Reports on Form 8-K filed by the Company with the Commission and in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference, the Company has adopted the following equity offering programs:

1.the Common Stock ATM Program. The Company has sold 3,328,743 shares of its Common Stock under the Amended Common Stock Sales Agreement as of the date of this Current Report on Form 8-K;

2.the Preferred Stock ATM Program. The Company has sold 3,396,978 shares of its Series C Preferred Stock under the Amended Series C Sales Agreement as of the date of this Current Report on Form 8-K; and

3.(a) the 2012 Dividend Reinvestment and Stock Purchase Plan (the “2012 Plan”) relating to the offer and sale of up to 35,513 shares of the Company’s Common Stock pursuant to the terms of the 2012 Plan and (b) the 2013 Dividend Reinvestment and Stock Purchase Plan (the “2013 Plan”) relating to the offer and sale of up to an additional 750,000 shares of the Company’s Common Stock pursuant to the terms of the 2013 Plan, which 2013 Plan is essentially identical by its terms to the 2012 Plan. The 2012 Plan and 2013 Plan both permit the Company’s stockholders to automatically reinvest all or a portion of their cash dividends on their shares of the Common Stock and interested investors to purchase shares of the Common Stock. The Company has sold 816,487 shares of its Common Stock under the 2012 Plan and has not sold any shares of its Common Stock under the 2013 Plan as of the date of this Current Report on Form 8-K;

On June 20, 2024, the Company filed with the Commission the Common ATM Prospectus Supplement and the Preferred ATM Prospectus Supplement, and on June 21, 2024, the Company filed with the Commission updated prospectus supplements with respect to the 2012 Plan and the 2013 Plan, to its new base prospectus dated March 28, 2024 (the “Base Prospectus,” and together with each prospectus supplement filed, the “Prospectus”). The Base Prospectus forms a part of the Company's automatic shelf registration statement on Form S-3 (No. 333-278327). Each prospectus supplement filed relates to certain unsold shares of the Common Stock, or Series C Preferred Stock (collectively, the “Unsold Common Stock and Preferred Stock”), as applicable, pursuant to the Amended Common Stock Sales Agreement, Amended Series C Sales Agreement, 2012 Plan or 2013 Plan, as applicable, and such unsold shares of the Common Stock or Series C Preferred Stock will continue to be offered on the same terms and conditions as before, pursuant to the Prospectus and the above referenced agreements, as applicable.

All Common Stock numbers in this Current Report on Form 8-K reflect the Company's one-for-five reverse stock split of its common stock, effective on September 29, 2023.

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.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Unsold Common Stock and Preferred Stock pursuant to the Amended Common Stock Sales Agreement, Amended Series C Sales Agreement, 2012 Plan and 2013 Plan, as applicable, and are incorporated herein by reference.


Item 9.01.			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description

1.1			Amendment No. 2, dated June 20, 2024, by and among ARMOUR Residential REIT, Inc. and ARMOUR Capital Management LP, and BUCKLER Securities LLC, JonesTrading Institutional Services LLC, Citizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc., StockBlock Securities LLC and BTIG, LLC.
1.2			Amendment No. 1, dated June 20, 2024, among ARMOUR Residential REIT, Inc., ARMOUR Capital Management LP, B. Riley Securities, Inc., BUCKLER Securities LLC and BTIG, LLC.
5.1			Opinion of Holland & Knight LLP
23.1			Consent of Holland & Knight LLP (included in Exhibit 5.1)
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: June 21, 2024


			ARMOUR RESIDENTIAL REIT, INC.

			By:			/s/ Gordon M. Harper
			Name:			Gordon M. Harper
			Title:			Chief Financial Officer

EXHIBIT 1.1

AMENDMENT NO. 2 TO EQUITY SALES AGREEMENT

June 20, 2024

BUCKLER Securities LLC

5 Greenwich Office Park, Suite 450

Greenwich, CT 06831

Citizens JMP Securities, LLC

600 Montgomery Street, Suite 1100

San Francisco, California 94111

Ladenburg Thalmann & Co. Inc.

640 5th Ave., 4th Floor

New York, NY 10019

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, New York 10171

JonesTrading Institutional Services LLC

325 Hudson St., 6th Floor

New York, NY 10013

StockBlock Securities LLC

600 Lexington Avenue, 32nd Floor

New York, New York 10022

BTIG, LLC

350 Bush Street, 9th Floor

San Francisco, CA 94104

Ladies and Gentlemen:

ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), together with ARMOUR Capital Management LP, a Delaware limited partnership (the “Manager”) and BUCKLER Securities LLC, Citizens JMP Securities, LLC, Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc., JonesTrading Institutional Services LLC and StockBlock Securities LLC (each an “Original Agent,” and collectively, the “Original Agents”), are parties to that certain Equity Sales Agreement dated July 26, 2023 as amended by Amendment No. 1 to Equity Sales Agreement dated October 25, 2023 (together, the “Original Agreement”). The Original Agents, together with BTIG, LLC (“BTIG”) are herein referred to as the “Agents”. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company, Manager and the Original Agents together with BTIG desire to amend the Original Agreement as set forth in this Amendment No. 2 thereto (this “Amendment”) as follows:

1.The definitions of “Agent” and “Agents” in the first paragraph of the Original Agreement are hereby amended to include BTIG, LLC.

shelf registration statement on Form S-3 (File No. 333-278327), originally filed with the Securities and Exchange Commission on March 28, 2024, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415 under the Securities Act by the Company to cover any Shares, once it is declared effective under the Securities Act by the Securities and Exchange Commission.

3.Section 2(g) is hereby deleted in its entirety and replaced with the following:

“Settlement for sales of Shares will occur on the first business day that is also a Trading Day following the trade date on which such sales were made, in either case unless another date shall be agreed to in writing by the Company and the Designated Agent (each such day, a “Settlement Date”). On each Settlement Date for the sale of Shares through the Designated Agent as sales agent, such Shares shall be delivered by the Company to the Designated Agent in book-entry form to the Designated Agent’s account at The Depository Trust Company against payment by the Designated Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares through the Designated Agent as sales agent on any Settlement Date, the Company shall (i) indemnify and hold the Designated Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Designated Agent any commission to which it would otherwise be entitled absent such default.”

4.Section 10 of the Original Agreement is deleted in its entirety and replaced with the following:

“All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed to BUCKLER Securities LLC, 5 Greenwich Office Park, Suite 450, Greenwich, CT 06831, Attention: Rich Misiano; JMP Securities LLC, 600 Montgomery, Suite 1100 San Francisco, CA 94111, Attn.: Trading (Aidan Whitehead (awhitehead@jmpsecurities.com); Lee Weiner (lweiner@jmpsecurities.com); Compliance (Ken Murai, KMurai@jmpsecurities.com); Legal (Walter Conroy (wconroy@jmpsecurities.com)); Banking (Jorge Solares-Parkhurst, JSolares@jmpsecurities.com) and Tyler Gallen, TGallen@jmpsecurities.com); Ladenburg Thalmann & Co. Inc., 640 5th Ave., 4th Floor, New York, NY 10019, Attn: Barry Steiner, Nicholas Stergis; B. Riley Securities, Inc., 299 Park Avenue, New York, NY 10171, Attn: General Counsel (atmdesk@brileyfin.com); JonesTrading Institutional Services LLC, 900 Island Park Drive, Suite 200, Daniel Island, SC 29492, Attn: Burke Cook (burke@jonestrading.com); StockBlock Securities LLC, 600 Lexington Avenue, 32nd Floor, New York, New York 10022, Attn: David Dinkin, (ATM@stockblock.com), (dd@stockblock.com); BTIG, LLC, 350 Bush Street, 9th Floor, San Francisco, CA 94104, Attention Equity Capital Markets, Email: BTIGUSATMTrading@btig.com; in each case, with a copy to Duane Morris LLP, 1540 Broadway, New York, NY 10036, Attention: Dean M. Colucci, Email: dmcolucci@duanemorris.com, and notices to the Company and the Manager shall be directed to each at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, Attention: Chief Financial Officer, with a copy to Holland & Knight LLP, 701 Brickell Avenue, Suite 3300, Miami, FL 33131, Attention: Bradley D. Houser, Esq.”

5.Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

6.From and after the date hereof, BTIG shall be considered to be an Agent under the Original Agreement, as amended hereby, and agrees to be bound by the terms of the Original Agreement, as amended hereby.

7.This Amendment together with the Original Agreement (including all exhibits attached hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Amendment nor any term hereof may be amended except pursuant to a written instrument executed by the Company, Manager and the Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

8.EACH OF THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES), THE MANAGER AND THE AGENTS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

9.THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

10.Each of the Company, the Manager and the Agents agrees that any legal suit, action or proceeding arising out of or based upon this Amendment or the transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any Specified Court, as to which such jurisdiction is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to a party’s address set forth in Section 10 of the Original Agreement, as amended by this Amendment, shall be effective service of process upon such party for any suit, action or proceeding brought in any Specified Court. Each of the Company, the Manager and the Agents irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient forum.

11.This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic transmission (e.g., PDF).

[Remainder of Page Intentionally Blank]

If the foregoing correctly sets forth the understanding between the Company, the Manager and the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment shall constitute a binding amendment to the Original Agreement between the Company, the Manager and the Agents.

Very truly yours,

BUCKLER SECURITIES LLC

By: /s/ Rich Misiano_________________________________

Name: Rich Misiano

Title: Chief Executive Officer

CITIZENS JMP SECURITIES, LLC

By: /s/ Jorge Solares-Parkhurst________________________

Name: Jorge Solares-Parkhurst

Title: Managing Director

LADENBURG THALMANN & CO. INC.

By: /s/ Barry Steiner__________________________________

Name: Barry Steiner

Title: Co-CEO

B. RILEY SECURITIES, INC.

By: /s/ Patrice McNicoll ______________________________

Name: Patrice McNicoll

Title: Co-Head of Investment Banking

JONESTRADING INSTITUTIONAL SERVICES LLC

By: /s/ Burke Cook_________________________________

Name: Burke Cook

Title: General Counsel

STOCKBLOCK SECURITIES LLC

By: /s/ David Dinkin_________________________________

Name: David Dinkin

Title: President

[Signature Page to Amendment No. 2 to Equity Sales Agreement]

BTIG, LLC

By: /s/ Tosh Chandra_________________________________

Name: Tosh Chandra

Title: Managing Director

[Signature Page to Amendment No. 2 to Equity Sales Agreement]

ACCEPTED as of the date

first-above written:

ARMOUR RESIDENTIAL REIT, INC.

By: /s/ Gordon M. Harper____________________________

Name: Gordon M. Harper

Title: Chief Financial Officer

ARMOUR CAPITAL MANAGEMENT, LP

By: /s/ Gordon M. Harper____________________________

Name: Gordon M. Harper

Title: Chief Financial Officer

[Signature Page to Amendment No. 2 to Equity Sales Agreement]

EXHIBIT 1.2

AMENDMENT NO. 1 TO EQUITY SALES AGREEMENT

June 20, 2024

BUCKLER Securities LLC

5 Greenwich Office Park, Suite 450

Greenwich, CT 06831

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, New York 10171

BTIG, LLC

350 Bush Street, 9th Floor

San Francisco, CA 94104

Ladies and Gentlemen:

ARMOUR Residential REIT, Inc., a Maryland corporation (the “Company”), together with ARMOUR Capital Management LP, a Delaware limited partnership (the “Manager”) and BUCKLER Securities LLC and B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) (each an “Original Agent,” and collectively, the “Original Agents”), are parties to that certain Equity Sales Agreement dated January 29, 2020 (the “Original Agreement”). The Original Agents, together with BTIG, LLC (“BTIG”) are herein referred to as the “Agents”. All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company, Manager and Original Agents together with BTIG desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:

1.The definitions of “Agent” and “Agents” in the first paragraph of the Original Agreement are hereby amended to include BTIG, LLC.

2.With respect to issuances of Shares that occur on or after the date this amendment becomes effective, reference to the “Registration Statement” in the Original Agreement shall refer to the automatic shelf registration statement on Form S-3 (File No. 333-278327), originally filed with the Securities and Exchange Commission on March 28, 2024, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415 under the Securities Act by the Company to cover any Shares, once it is declared effective under the Securities Act by the Securities and Exchange Commission.

3.Section 2(g) is hereby deleted in its entirety and replaced with the following:

“Settlement for sales of Shares will occur on the first business day that is also a Trading Day

following the trade date on which such sales were made, in either case unless another date shall be agreed to in writing by the Company and the Designated Agent (each such day, a “Settlement Date”). On each Settlement Date for the sale of Shares through the Designated Agent as sales agent, such Shares shall be delivered by the Company to the Designated Agent in book-entry form to the Designated Agent’s account at The Depository Trust Company against payment by the Designated Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares through the Designated Agent as sales agent on any Settlement Date, the Company shall (i) indemnify and

hold the Designated Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Designated Agent any commission to which it would otherwise be entitled absent such default.”

4.Section 10 of the Original Agreement is deleted in its entirety and replaced with the following:

“Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agents shall be directed to BUCKLER Securities LLC, 5 Greenwich Office Park, Suite 450, Greenwich, CT 06831, Attention: Rich Misiano; B. Riley Securities, Inc., 299 Park Avenue, New York, NY 10171, Attn: General Counsel (atmdesk@brileyfin.com); BTIG, LLC

350 Bush Street, 9th Floor, San Francisco, CA 94104, Attention Equity Capital Markets, Email: BTIGUSATMTrading@btig.com; in each case, with a copy to Duane Morris LLP, 1540 Broadway, New York, NY 10036, Attention: Dean M. Colucci, Email: dmcolucci@duanemorris.com, and notices to the Company and the Manager shall be directed to each at 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963, Attention: Chief Financial Officer, with a copy to Holland & Knight LLP, 701 Brickell Avenue, Suite 3300, Miami, FL 33131, Attention: Bradley D. Houser, Esq.”

5.Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

9.THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

[Remainder of Page Intentionally Blank]

Very truly yours,

BUCKLER SECURITIES LLC

By: /s/ Rich Misiano______________________________

Name: Rich Misiano

Title: Chief Executive Officer

B. RILEY SECURITIES, INC.

By: /s/ Patrice McNicoll____________________________

Name: Patrice McNicoll

Title: Co-Head of Investment Banking

[Signature Page to Amendment No. 1 to Equity Sales Agreement]

BTIG, LLC

By: /s/ Tosh Chandra____________________________

Name: Tosh Chandra

Title: Managing Director

[Signature Page to Amendment No. 1 to Equity Sales Agreement]

ACCEPTED as of the date

first-above written:

ARMOUR RESIDENTIAL REIT, INC.

By: /s/ Gordon M. Harper_________________________

Name: Gordon M. Harper

Title: Chief Financial Officer

ARMOUR CAPITAL MANAGEMENT, LP

By: /s/ Gordon M. Harper_________________________

Name: Gordon M. Harper

Title: Chief Financial Officer

[Signature Page to Amendment No. 1 to Equity Sales Agreement]

Exhibit 5.1

Holland & Knight

701 Brickell Avenue, Suite 3300 | Miami, FL 33131 | T 305.374.8500 | F 305.789.7799

Holland & Knight LLP | www.hklaw.com

June 20, 2024

ARMOUR Residential REIT, Inc.

3001 Ocean Drive, Suite 201

Vero Beach, Florida 32963

Re: Shelf Registration Statement on Form S-3 (Registration No. 333-278327)

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (Registration No. 333-278327) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2024 by ARMOUR Residential REIT, Inc. (the “Company”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”). We are rendering this opinion letter in connection with the filings of the prospectus supplements (collectively, the “Prospectus Supplements”). The Prospectus Supplements relate to separate offerings comprised of the following shares of capital stock of the Company, covered by the Registration Statement: (a) up to 35,513 shares of common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Company’s 2012 Dividend Reinvestment and Stock Purchase Plan; (b) up to 750,000 shares of the Common Stock pursuant to the Company’s 2013 Dividend Reinvestment and Stock Purchase Plan; (c) up to 11,671,257 shares of Common Stock pursuant to an Equity Sales Agreement dated July 26, 2023, as amended by Amendment No. 1 dated October 25, 2023, as further amended by Amendment No. 2 dated June 20, 2024; and (d) up to 3,153,022 shares of 7.00% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series C Preferred Stock”) pursuant to an Equity Sales Agreement dated January 29, 2020, as amended by Amendment No. 1 dated June 20, 2024. The Prospectus Supplement related to (d) above also includes the potential issuance of up to 1,648,208 shares of Common Stock upon the conversion of the Series C Preferred Stock pursuant to the Articles Supplementary governing the Series C Preferred Stock, subject to adjustment as provided therein. We understand that the shares of the Common Stock (the “Common Shares”) and Series C Preferred Stock (the “Series C Preferred Shares”) described above are to be offered and sold in the manner set forth in the Registration Statement and the applicable Prospectus Supplement.

We have acted as your counsel in connection with the preparation of the Prospectus Supplements. We are familiar with the proceedings taken by the Board of Directors of the Company in connection with the authorization, issuance and sale of the Common Shares and Series C Preferred Shares. We have examined all such documents as we have considered necessary in order to enable us to render this opinion letter, including, but not limited to, (i) the Registration Statement, (ii) the Base Prospectus, dated March 28, 2024, included with the Registration Statement (the “Prospectus”), (iii) the Prospectus Supplements, (iv) the Company’s Articles of Incorporation, as amended, (v) the Company’s Bylaws, as amended, (vi) the Articles Supplementary for the Series C Preferred Stock, as certified by the Secretary of the Company, (vii) certain resolutions adopted by the Board of Directors and Audit Committee of the Company, (viii) corporate records and instruments, (ix) specimen certificates representing the Common Shares and Series C Preferred Shares, and (ix) such laws and regulations as we have deemed necessary for the purposes of rendering the opinions set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of and conformity to originals of such documents that have been presented to us as duplicates or certified or conformed copies, the accuracy, completeness and authenticity of originals, the due execution and delivery of all documents (except that no such assumption is made as to the Company) where due execution and delivery are a prerequisite to the effectiveness thereof, and that the Common Shares and Series C Preferred Shares will each be issued against payment of valid consideration under applicable law. As to any facts material to the opinions expressed herein, which were not independently established or verified, we have relied, to the extent we have deemed reasonably appropriate, upon statements and representations or certificates of officers or directors of the Company.

Based upon the foregoing, we are of the opinion that the Common Shares and the Series C Preferred Shares have been duly authorized and, when issued and delivered by the Company against payment therefor as set forth in the Registration Statement and the applicable Prospectus Supplement, will be validly issued, fully paid and non-assessable. We are also of the opinion that the Common Shares issuable upon conversion of the Series C Preferred Shares pursuant to the Articles Supplementary have been duly authorized and, when issued upon conversion of the Series C Preferred Shares in accordance with the terms of the Articles Supplementary, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the corporate laws of the State of Maryland and we express no opinion as to the effect on the matters covered by the laws of any other jurisdiction. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that may change the opinions expressed herein after the date hereof.

We hereby consent to the filing of this opinion letter as part of the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplements. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ HOLLAND & KNIGHT LLP

HOLLAND & KNIGHT LLP