ARMOUR Residential REIT Amends ATM Equity Program, Increases Authorized Shares

What Happened

• ARMOUR Residential REIT, Inc. filed an 8-K on July 24, 2026 announcing Amendment No. 8 to its Equity Sales Agreement (the Amended Sales Agreement) to increase the number of common shares available for sale under its at-the-market (ATM) program by 25,000,000.
• Under the Amended Sales Agreement the Company may now issue and sell up to 25,544,352 shares of common stock through its sales agents; the related ATM prospectus supplement was filed July 24, 2026 under the Company’s effective Form S-3 (Reg. No. 333-278327).
• The Company also filed Articles of Amendment with the State of Maryland, effective July 23, 2026, increasing authorized common shares from 175,000,000 to 250,000,000, and furnished an updated U.S. federal income tax summary for REIT status and holders.

Key Details

• Amendment No. 8 dated July 24, 2026 increased the ATM capacity by 25,000,000 shares and incorporates 544,352 previously unsold shares, for a total ATM availability of 25,544,352 shares.
• Sales agents under the Amended Sales Agreement include BUCKLER Securities LLC, B. Riley Securities, BTIG, Citizens JMP, JonesTrading, Ladenburg Thalmann, StockBlock, and Huntington Securities.
• Articles of Amendment filed July 23, 2026 raise authorized common stock to 250,000,000 shares (from 175,000,000).
• The Company filed a legal opinion (Exhibit 5.1) and an updated federal tax disclosure (Exhibit 99.1) that supersedes prior tax summaries in its registration statement/prospectus.

Why It Matters

• The ATM program gives ARMOUR flexibility to raise equity over time by selling shares into the market; this can provide liquidity and capital for operations or investments but may dilute existing shareholders if shares are issued.
• Increasing authorized shares to 250 million removes a legal cap constraint, enabling the Company to issue more shares in the future subject to board/shareholder approvals and market conditions.
• The updated tax disclosure provides investors current guidance on U.S. federal income tax considerations for ARMOUR as a REIT and for holders of its stock; investors should review Exhibit 99.1 or consult tax counsel for implications.