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 ☐
| | | | | |
| 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.
| | | | | |
| 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
| | | | | | | | | | | |
| | ARMOUR RESIDENTIAL REIT, INC. |
| | | | |
| | By: | /s/ Gordon M. Harper | |
| | Name: | Gordon M. Harper | |
| | Title: | VP Finance, Controller and Treasurer | |
