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What changed in Armour Residential REIT, Inc.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Armour Residential REIT, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+370 added506 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-12)

Top changes in Armour Residential REIT, Inc.'s 2025 10-K

370 paragraphs added · 506 removed · 116 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

18 edited+236 added14 removed44 unchanged
Biggest changeAt December 31, 2024, December 31, 2023 and December 31, 2022, the effective management fee was 0.92%, 0.93% and 0.95% prior to management fees waived, and 0.77%, 0.77% and 0.74%, after management fees waived, based on gross equity raised of $4,498,880, $4,231,965 and $3,787,042, respectively and effectively a rate of 3.03%, 3.09% and 3.23% based on total stockholders' equity.
Biggest changeBusiness 3 waived, based on gross equity raised of $5,366,343, $4,498,880 and $4,231,965, respectively and effectively a rate of 2.11%, 3.03% and 3.09% based on total stockholders' equity. During each of the years ended December 31, 2025, December 31, 2024 and December 31, 2023 ACM voluntarily waived management fees of $6,600, or $550 per month of its contractual management fee.
We are required to take actions as may be reasonably required to permit and enable ACM to carry out its duties and obligations. From time to time, we grant restricted stock unit awards to our Board and to our executive officers that vest over various periods through 2027 and 2029, respectively (see Note 10 to the consolidated financial statements).
We are required to take actions as may be reasonably required to permit and enable ACM to carry out its duties and obligations. From time to time, we grant restricted stock unit awards to our Board and to our executive officers that vest over various periods through 2027, 2029 and 2030, respectively (see Note 9 to the consolidated financial statements).
Corporate Information We are managed by ACM pursuant to a management agreement between ARMOUR and ACM. We do not have any employees. As of February 11, 2025, ACM had 20 employees that provide services to us. Principal office location: 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963 Phone number: (772) 617-4340. Website: www.armourreit.com .
Corporate Information We are managed by ACM pursuant to a management agreement between ARMOUR and ACM. We do not have any employees. As of February 17, 2026, ACM had 20 employees that provide services to us. Principal office location: 3001 Ocean Drive, Suite 201, Vero Beach, FL 32963 Phone number: (772) 617-4340. Website: www.armourreit.com .
Management The Company is managed by ACM, pursuant to a management agreement (see Note 9 and Note 15 to the consolidated financial statements). ACM manages our day-to-day operations, subject to the direction and oversight of the Board. The management agreement runs through December 31, 2029 and is thereafter automatically renewed for an additional five-year term unless terminated under certain circumstances.
Management The Company is managed by ACM, pursuant to a management agreement (see Note 8 and Note 14 to the consolidated financial statements). ACM manages our day-to-day operations, subject to the direction and oversight of the Board. The management agreement runs through December 31, 2029 and is thereafter automatically renewed for an additional five-year term unless terminated under certain circumstances.
Business (continued) 5 Real Estate Investment Trust Requirements As a REIT, we will generally not be subject to federal income tax on the REIT taxable income that we currently distribute to our stockholders.
Real Estate Investment Trust Requirements As a REIT, we will generally not be subject to federal income tax on the REIT taxable income that we currently distribute to our stockholders.
We continually seek opportunities to enhance the communities where we operate through corporate giving, employee volunteering, human capital development, and environmental sustainability programs. Additional information regarding our efforts to implement environmental and social factors in the operation of our business is available in the ESG section of our website at www.armourreit.com.
We continually seek opportunities to enhance the communities where we operate through corporate giving, employee volunteering, human capital development, and environmental sustainability programs. Additional information regarding our efforts to implement environmental and social factors in the operation of our business is available in the ESG section of our website at www.armourreit.com. Furthermore, we continue to ARMOUR Residential REIT, Inc.
Dividends in excess of REIT taxable income for the year (including taxable income carried forward from the previous year) will generally not be taxable to common stockholders. The portion of the dividends on our common and preferred stock which represented non-taxable return of capital was 14.8% in 2024, 47.5% in 2023 and 100.0% in 2022.
Dividends in excess of REIT taxable income for the year (including taxable income carried forward from the previous year) will generally not be taxable to common stockholders. The portion of the dividends on our common and preferred stock which represented non-taxable return of capital was 19.6% in 2025, 14.8% in 2024 and 47.5% in 2023.
See General risks common to ARMOUR and our peer mortgage REITs in Item 1A. Risk Factors of this Form 10-K for further discussion. Compliance with NYSE Corporate Governance Standards We comply with the corporate governance standards of the NYSE.
See General risks common to ARMOUR and our peer mortgage REITs in Item 1A. Risk Factors of this Form 10-K for further discussion. ARMOUR Residential REIT, Inc. Item 1. Business 6 Compliance with NYSE Corporate Governance Standards We comply with the corporate governance standards of the NYSE.
At December 31, 2024, we had approximately $(189,450) in tax deductible expense relating to previously terminated interest rate swap, treasury futures contracts and treasury shorts amortizing through the year 2034. Investment Company Act of 1940 Exclusion We conduct our business so as not to become regulated as an investment company under the 1940 Act.
At December 31, 2025, we had approximately $(313,284) in tax deductible expense relating to previously terminated interest rate swap, treasury futures contracts and treasury shorts amortizing through the year 2040. Investment Company Act of 1940 Exclusion We conduct our business so as not to become regulated as an investment company under the 1940 Act.
Furthermore, we continue to evaluate relevant corporate sustainability reporting frameworks with a goal of adopting and implementing best practices in our reporting framework. ARMOUR Residential REIT, Inc. Business (continued) 4 Human Capital Resources Our greatest strength and most important assets are the members of the ARMOUR team. Their overall well-being is paramount to the Company's success.
Item 1. Business 4 evaluate relevant corporate sustainability reporting frameworks with a goal of adopting and implementing best practices in our reporting framework. Human Capital Resources Our greatest strength and most important assets are the members of the ARMOUR team. Their overall well-being is paramount to the Company's success.
The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov .
The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at http://www.sec.gov . ARMOUR Residential REIT, Inc. Item 1A.
In acquiring MBS, we compete with numerous mortgage REITs, mortgage finance and specialty ARMOUR Residential REIT, Inc. Business (continued) 6 finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, other lenders, governmental bodies and other entities.
In acquiring MBS, we compete with numerous mortgage REITs, mortgage finance and specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, other lenders, governmental bodies and other entities.
We are also responsible for any costs and expenses that ACM incurs solely on our behalf other than the various overhead expenses specified in the terms of the management agreement. ACM is further entitled to receive termination fees from us under certain circumstances.
We are also responsible for any costs and expenses that ACM incurs solely on our behalf other than the various overhead expenses specified in the terms of the management agreement. ACM is further entitled to receive termination fees from us under certain circumstances. On December 22, 2025, ACM notified ARMOUR that they were terminating the voluntarily waiver.
At December 31, 2024, there were 2,217 authorized shares of common stock remaining available for repurchase under our Common Stock Repurchase Program and 2,000 authorized shares of Series C Preferred Stock available for repurchase under our Series C Preferred Stock Repurchase Program. ARMOUR Residential REIT, Inc.
At December 31, 2025, there were 866 authorized shares of common stock remaining available for repurchase under our Common Stock Repurchase Program and 2,000 authorized shares of Series C Preferred Stock available for repurchase under our Series C Preferred Stock Repurchase Program.
Based on the management fee base, gross equity raised, as of December 31, 2024, the Company’s contractual management fee commitments, prior to management fees waived, are: Year Contractual Management Fee 2025 $ 41,242 2026 41,242 2027 41,242 2028 41,242 2029 41,242 Total $ 206,210 The Company cannot voluntarily terminate the management agreement without cause before the expiration of its contractual term.
Based on the management fee base, gross equity raised, as of December 31, 2025, the Company’s contractual management fee commitments are: Year Contractual Management Fee 2026 47,748 2027 47,748 2028 47,748 2029 47,748 Total $ 190,992 The Company cannot voluntarily terminate the management agreement without cause before the expiration of its contractual term.
The level of our borrowings may vary periodically depending on market conditions. In addition, certain of our MRAs and ISDAs contain a restriction that prohibits our ARMOUR Residential REIT, Inc. Business (continued) 2 leverage from exceeding twelve times our total stockholders’ equity as well as termination events in the case of significant reductions in equity capital.
In addition, certain of our MRAs and ISDA agreements contain a restriction that prohibits our leverage from exceeding twelve times our total stockholders’ equity as well as termination events in the case of significant reductions in equity capital.
At December 31, 2024, there were 62,588 authorized shares of common stock and 43,153 authorized shares of preferred stock, respectively, available for issuance.
At December 31, 2025, there were 63,085 authorized shares of common stock and 42,952 authorized shares ARMOUR Residential REIT, Inc. Item 1. Business 5 of preferred stock, respectively, available for issuance.
On February 14, 2023, the Company extended the contractual term of the management agreement through December 31, 2029.
The termination of the waiver is effective for the contractual management fee that becomes due and payable after February 1, 2026 (relating to services for the month of January 2026). On February 14, 2023, the Company extended the contractual term of the management agreement through December 31, 2029.
Removed
Item 1. Business ARMOUR Residential REIT, Inc. 1 References to “we,” “us,” “our,” or the “Company” are to ARMOUR Residential REIT, Inc. (“ARMOUR”) and its subsidiaries. References to “ACM” are to ARMOUR Capital Management LP, a Delaware limited partnership.
Added
Item 1. Business 2 stockholders’ equity, but we are not limited to that range. The level of our borrowings may vary periodically depending on market conditions.
Removed
ARMOUR owns a 10.8% equity interest in BUCKLER Securities LLC ("BUCKLER"), a Delaware limited liability company and a FINRA-regulated broker-dealer, controlled by ACM. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report. U.S. dollar amounts are presented in thousands, except per share amounts or as otherwise noted.
Added
At December 31, 2025, December 31, 2024 and December 31, 2023, the effective management fee was 0.89%, 0.92% and 0.93% prior to management fees waived, and 0.77%, 0.77% and 0.77%, after management fees ARMOUR Residential REIT, Inc. Item 1.
Removed
ARMOUR is an externally managed Maryland corporation incorporated in 2008. The Company is managed by ACM, an investment advisor registered with the Securities and Exchange Commission ("SEC") (which registration the Company provides notice of to the state of Florida), (see Note 9 and Note 15 to the consolidated financial statements).
Added
Risk Factors 7 You should consider carefully all of the risks described below together with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.
Removed
We have elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
Added
The risks and uncertainties described herein should not be considered to be a complete list of all potential risks that may affect us. Additional risks and uncertainties not currently known to us, or not presently deemed material by us, may also impair our operations and performance.
Removed
We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code and our manner of operations enables us to meet the requirements for taxation as a REIT for federal income tax purposes (See Real Estate Investment Trust Requirements section below).
Added
If any of the following events occur, our business, financial condition and operating results may be materially adversely affected, the trading price of our securities could decline and you may lose all or part of your investment. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report.
Removed
All per share amounts, common shares outstanding and stock-based compensation amounts for all periods presented reflect our one-for-five reverse stock split (the "Reverse Stock Split"), which was effective September 29, 2023. No other reclassifications have been made to previously reported amounts.
Added
U.S. dollar and share amounts are presented in thousands, except per share amounts or as otherwise noted. Index To Item 1A.
Removed
Strategies ARMOUR brings private capital into the mortgage markets to support home ownership for a broad and diverse spectrum of Americans. We seek to create stockholder value through thoughtful investment and risk management of a leveraged and diversified portfolio of MBS.
Added
Risk Factors Page Risk Factor Summary 8 ARMOUR’s MBS investments rely heavily on financial leverage, magnifying our interest rate and spread risks 8 ARMOUR actively issues new shares and may redeem outstanding shares of its common and preferred stock 8 ARMOUR is externally managed by ACM 8 We and equity analysts consider Distributable Earnings as a measure of ARMOUR’s investment performance 9 Our affiliate BUCKLER is our largest financing counterparty and placement agent under our at-the-market ("ATM") offering program 9 General risks common to ARMOUR and our peer mortgage REITs 9 ARMOUR Residential REIT, Inc.
Removed
We rely on the decades of experience of our management team for (i) MBS securities portfolio analysis and selection, (ii) access to equity capital and repurchase financing on potentially attractive rates and terms, and (iii) hedging and liquidity strategies to moderate interest rate and MBS price risk.
Added
Risk Factors 8 Risk Factor Summary ARMOUR’s MBS investments rely heavily on financial leverage, magnifying our interest rate and spread risks: • Changes in interest rates impact our level of net interest income, total comprehensive income (loss) and stockholders' equity and we cannot always successfully mitigate such interest rate risks; • Volatility in the relationships between the market prices and yields for our securities and certain benchmark prices and interest rates periodically will adversely affect our net income, earnings per share and stockholders' equity; • Fed monetary policy significantly influences interest rates and short-term financing availability; • U.S.
Removed
We prioritize maintaining common share dividends appropriate for the intermediate term rather than focusing on short-term market fluctuations. We are deeply committed to implementing sustainable environmental, responsible social, and prudent governance practices that improve our work and our world. We strive to contribute to a healthy, sustainable environment by utilizing resources efficiently.
Added
Government backing of GSEs makes counterparty credit risk for investing in Agency Securities similar to that of U.S. Treasury Securities.
Removed
As an organization, we create a relatively small environmental footprint. Still, we are focused on minimizing the environmental impact of our business where possible.
Added
Should GSEs lose that status or go fully private it could cause extreme market volatility and depressed prices on Agency Securities; • The use of derivative instruments may fail to protect or could adversely affect us; • During stressful market conditions, we have sold and may in the future be forced to sell MBS at distressed prices, thereby potentially incurring permanent equity losses; and • We have credit exposure to our financing and derivative counterparties for the value of our collateral they hold in excess of our current liabilities.
Removed
Assets At December 31, 2024 and December 31, 2023, we invested in mortgage backed securities ("MBS"), issued or guaranteed by a United States ("U.S.") Government-sponsored entity ("GSE"), such as the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac"), or a government agency such as Government National Mortgage Administration ("Ginnie Mae") (collectively, "Agency Securities").
Added
ARMOUR actively issues new shares and may redeem outstanding shares of its common and preferred stock : • We have issued and may in the future issue shares of our common stock in “at the market” offerings or underwritten “block” offerings, which may adversely impact the market price of our stock and result in dilution to existing stockholders; • We may issue stock when investment opportunities are relatively less attractive; and • We may repurchase our common and preferred stock at prices below book value, to the potential disadvantage of selling stockholders.
Removed
Our Agency Securities consist primarily of fixed rate loans. Our charter permits us to invest in MBS backed by fixed rate, hybrid adjustable rate and adjustable rate home loans as well as unsecured notes and bonds issued by GSEs, U.S. Treasuries and money market instruments. Borrowings We borrow against our MBS using repurchase agreements.
Added
ARMOUR is externally managed by ACM: • ACM may terminate the management agreement for any reason.
Removed
Our borrowings generally have maturities that range from overnight to three months, although occasionally we may enter into longer dated borrowing agreements. Our borrowings (on a recourse basis) are generally between six and ten times the amount of our total stockholders’ equity, but we are not limited to that range.
Added
If ACM ceases to be our investment manager, financial institutions providing any financing arrangements to us may not provide future financing to us; • ACM’s liability is limited under the management agreement and we have agreed to indemnify ACM and its affiliates against certain liabilities.
Removed
ARMOUR Residential REIT, Inc. Business (continued) 3 During the years ended December 31, 2024, December 31, 2023 and December 31, 2022 ACM voluntarily waived management fees of $6,600, $6,600 and $7,800 respectively. ACM is currently waiving $550 per month of its contractual management fee until ACM provides further notice to ARMOUR.
Added
As a result, we could experience poor performance or losses for which ACM would not be liable; • There are potential conflicts of interest with current and future investment entities affiliated with ACM; • There are potential conflicts of interest with the allocation of investment opportunities by ACM; • Members of our management team have competing duties to other entities, which could result in decisions that are not in the best interests of our stockholders; • ACM's management fees are calculated based on our gross equity raised and not on our performance.
Added
Gross equity raised substantially exceeds total stockholders' equity determined in accordance with GAAP and management fee expenses do not decline with reductions in our total stockholders' equity.
Added
As a result, ACM's annualized contractual management fee rate as of December 31, 2025 equaled 2.11% of stockholders' equity; • The termination of the management agreement may be difficult and costly; • The management agreement with ACM will automatically renew for an additional 5-year term unless ARMOUR gives 180-day written notice of non-renewal; and • The management agreement was not negotiated on an arm’s-length basis and the terms, including fees payable, may not be as favorable to us as if they were negotiated with an unaffiliated third-party.
Added
Risk Factors 9 We and equity analysts consider Distributable Earnings as a measure of ARMOUR’s investment performance : • Distributable Earnings is a non-GAAP measure which excludes gains and losses, and therefore is an imperfect measure of our overall financial performance, and is not a standardized metric; and • Distributable Earnings may not provide sufficient incentive to ACM to maximize risk adjusted returns on our investment portfolio.
Added
Our affiliate BUCKLER is our largest financing counterparty and placement agent under our ATM offering program : • A material portion of our aggregate repurchase financing is facilitated through BUCKLER; • We hold a 10.8% equity ownership interest in BUCKLER and additionally, provided BUCKLER with $250 million in additional regulatory capital; • BUCKLER relies primarily on bilateral and triparty repurchase agreement funding through the FICC; • BUCKLER is the primary placement agent for ARMOUR's common share ATM Program; • BUCKLER may pursue business opportunities with third parties; and • There are potential conflicts of interest in our relationship with ACM and its affiliates, including BUCKLER, which could result in decisions that are not in the best interests of our stockholders.
Added
General risks common to ARMOUR and our peer mortgage REITs: • Making attractive portfolio investments, obtain financing and hedge risks consistent with our strategy; • Complying with REIT and other tax requirements and Maryland law; • Maintaining exemptions from the 1940 Act and CFTC commodity pool regulations; • Our dependence on key personnel, information systems and communication systems; and • Capital markets risks related to our securities.
Added
ARMOUR Residential REIT, Inc. Item 1A. Risk Factors 10 ARMOUR’s MBS investments rely heavily on financial leverage, magnifying our interest rate and spread risks: Changes in interest rates impact our level of net interest income, total comprehensive income (loss) and stockholders' equity and we cannot always successfully mitigate such interest rate risks.
Added
We invest predominately in MBS backed by loans with fixed interest rates, and to a lesser extent from time to time, in MBS backed by loans with interest rates that adjust on a regular basis, usually either monthly or annually.
Added
Our MBS have maturities ranging from 5 to 30 years (although average lives are much shorter due to amortization and prepayments). Our repurchase agreement borrowings generally have maturities ranging from one to 90 days.
Added
This mismatch in the interest rate terms between our assets and our liabilities is the primary source of our ability to generate positive net interest income because long-term interest rates tend to be higher than short-term rates. Short-term and long-term interest rates do not always move together.
Added
If short-term rates increase faster than long-term rates, the difference between the two may become zero or negative, and we may not have the ability to generate positive net interest income. Changes in short-term rates will most significantly impact our level of net interest income, with rising interest rates likely to reduce our net interest income.
Added
Changes in long-term rates will initially impact the fair value of our investments in securities, with rising interest rates reducing their fair value. Changes in the values of our trading securities are reflected in our income as other gain or loss with rising rates likely to generate losses.
Added
Over longer periods of time, rising long-term interest rates will provide us the opportunity to reinvest principal receipts and otherwise make additional investments in securities with higher yields.
Added
It can be difficult to predict the impact on interest rates of unexpected and uncertain global political and economic events, such as pandemics, epidemic disease, warfare (including the ongoing war between Russia and Ukraine and Middle East hostilities), economic and international trade conflicts or sanctions, the change in the political makeup of the U.S.
Added
Congress, or changes in the credit rating of the U.S. government, the United Kingdom, or one or more Eurozone nations; however, increased uncertainty or changes in the economic outlook for, or rating of, the creditworthiness of the U.S. government, the United Kingdom, or Eurozone and Asian nations may have adverse impacts on, among other things, the U.S. economy, financial markets, the cost of borrowing, the financial strength of counterparties we transact business with, and the value of assets we hold.
Added
Any such adverse impacts could negatively impact the availability to us of short-term debt financing, our cost of short-term debt financing, our business, and our financial results. We attempt to mitigate interest rate risk by moderating the amount of our financial leverage, diversifying our securities portfolio across both maturities and interest rate coupons, and economic hedging with derivatives.
Added
For example, we enter into interest rate swaps that require us to pay fixed rates and receive variable rates. These swaps are designed to offset the fluctuations in the interest costs of our repurchase financing due to movements in short-term interest rates.
Added
We record our derivatives and our trading securities at fair value and periodic changes in fair value are reflected in our net income (loss) and earnings per share. To the extent that fair value changes on derivatives offset fair value changes in our investments in securities, the fluctuation in our stockholders’ equity will be lower.
Added
Rising interest rates may tend to result in an overall increase in our reported net income even while our total stockholders’ equity declines. Volatility in the relationships between the market prices and yields for our securities and certain benchmark prices and interest rates periodically will adversely affect our net income, earnings per share and stockholders' equity.
Added
The market prices and yields for Agency Securities and interest rate derivatives like those we hold are generally negatively correlated over time to each other and to certain benchmark prices and interest rates, such as those for U.S. Treasury Securities. Those correlations are never perfect, and can vary widely on occasion, particularly in times of market stress.
Added
This variation in the “spread” relationship among the market yields, and therefore prices, of different instruments can result in our hedging positions being not as effective as normally ARMOUR Residential REIT, Inc. Item 1A. Risk Factors 11 would be expected, exposing us to the risk of unexpected volatility in our net income, earnings per share, and total stockholders’ equity.
Added
Our most recent significant experience of this phenomena occurred in the first half of 2020. Spread risk is difficult and expensive to hedge effectively. Avoiding holding MBS with interest rate spread risk would severely limit our opportunity to generate net interest income because low spread risk investments, such as U.S. Treasury Securities, usually have substantially lower yields.
Added
Our efforts to mitigate spread risk are limited to attempting to identify characteristics that might cause particular MBS to have relatively higher or lower spread risk under potential future market conditions. Such characteristics include characteristics of the underlying loans and current market premium levels.
Added
However, other investment considerations, such as prepayment risk, tend to overshadow spread risk in our selection of Agency Securities.
Added
We cannot predict the impact of future Fed monetary policy on the prices and liquidity of Agency Securities or other securities in which we invest, although Fed action could increase the prices of our target assets and reduce the spread on our investments or decrease our book value.
Added
Changes in Fed policy affect our financial results because our cost of funds is largely dependent on short-term rates. An increase in our cost of funds without a corresponding increase in interest income earned on our investments in securities causes our net income to decline.
Added
We cannot predict the impact of any future actions by the Fed on the prices and liquidity of the securities in which we invest. Future Fed action could reduce the value of our assets, reduce the spread on our investments and/or decrease our book value.
Added
Changes by the Fed in its securities purchase programs or other monetary policy could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders. See Item 7. Management's Discussion and Analysis, "Federal Reserve Actions" for further discussion.
Added
We invest in MBS guaranteed by GSEs such as Fannie Mae and Freddie Mac, which are under conservatorship by the FHFA. Changes to the conservatorship or to the laws and regulations affecting the support GSEs receive may adversely affect the availability, financing, pricing, market value and liquidity of our assets. During the FHFA's conservatorship, U.S.
Added
Congress has considered structural changes to GSEs, including considering releasing GSEs from conservatorship. Market volatility and concerns about recession have raised concerns that the GSEs may need additional capital to meet their obligations as guarantors. The market value of MBS is highly dependent on the continued support of the GSEs by the U.S. government.
Added
If this support is modified or withdrawn, if the U.S. Treasury does not inject new capital as needed, or if the GSEs are released from conservatorship, the market value of MBS may significantly decline. The ability to obtain repurchase agreement financing might become difficult, or it may force us to sell assets at a loss.
Added
Policy changes to the relationship between the GSEs and the U.S. government may create market uncertainty, have the actual or perceived effect of reducing credit quality of MBS issued by GSEs; interrupt cash flows on the underlying MBS; and negatively impact our exclusion from the 1940 Act.
Added
The payment of principal and interest on the Freddie Mac and Fannie Mae Agency Securities are guaranteed by those respective agencies and the payment of principal and interest on the Agency Securities guaranteed by Ginnie Mae are backed by the full faith and credit of the U.S. Government. Fannie Mae and Freddie Mac remain in conservatorship of the U.S. Government.
Added
There can be no assurances as to how or when the U.S. Government will end these conservatorships or how the future profitability of Fannie Mae and Freddie Mac and any future credit rating actions may impact the credit risk associated with Agency Securities and, therefore, the value of the Agency Securities.
Added
All of our Agency Securities are issued and guaranteed by GSEs or Ginnie Mae. U.S. Government actions, including U.S. Congress, the Fed, U.S. Treasury, FHFA and other governmental and regulatory bodies may adversely affect our business.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

27 edited+10 added257 removed101 unchanged
Biggest changeRisk Factors (continued) 29 stock; (iii) part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under the Code may be treated as unrelated business taxable income; and (iv) to the extent that we are (or a part of us, or a disregarded subsidiary of ours, is) a “taxable mortgage pool,” (or if we hold residual interests in a REMIC), a portion of the distributions paid to a tax-exempt stockholder that is allocable to excess inclusion income may be treated as unrelated business taxable income.
Biggest changeHowever, there are certain exceptions to this rule, including: (i) part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if we become a “pension held” REIT and such qualified employee pension trust owns more than 10% of our common stock; (ii) part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; (iii) part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under the Code may be treated as unrelated business taxable income; and (iv) to the extent that we are (or a part of us, or a disregarded subsidiary of ours, is) a “taxable mortgage pool,” (or if we hold residual interests in a REMIC), a portion of the distributions paid to a tax-exempt stockholder that is allocable to excess inclusion income may be treated as unrelated business taxable income.
If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.
If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory. ARMOUR Residential REIT, Inc.
In addition, if stockholders hold our shares as a capital asset, to the extent return of capital distributions exceed their adjusted tax basis in their shares, such stockholders would be required to include those distributions in income as long-term capital gain (or short-term capital gain if their shares have been held for one year or less). ARMOUR Residential REIT, Inc.
In addition, if stockholders hold our shares as a capital asset, to the extent return of capital distributions exceed their adjusted tax basis in their shares, such stockholders would be required to include those distributions in income as long-term capital gain (or short-term capital gain if their shares have been held for one year or less).
Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Additional series of preferred stock, if issued, could have a preference on liquidation distributions or a preference on dividend payments that could limit our ability to pay dividends to the holders of our common stock.
Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Additional series of preferred stock, if issued, could have a preference on liquidation distributions or a preference on dividend payments that could limit our ability to pay dividends to the holders of our common ARMOUR Residential REIT, Inc.
This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Code. However, we ARMOUR Residential REIT, Inc. Risk Factors (continued) 34 have not established a minimum dividend payment level and our ability to pay dividends may be adversely affected by the risk factors described in this report.
This, along with other factors, should enable us to qualify for the tax benefits accorded to a REIT under the Code. However, we have not established a minimum dividend payment level and our ability to pay dividends may be adversely affected by the risk factors described in this report.
We may be a target of a short squeeze, and investors may lose a significant portion or all of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value. ARMOUR Residential REIT, Inc.
We may be a target of a short squeeze, and investors may lose a significant portion or all of their investment if they purchase our shares at a rate that is significantly disconnected from our underlying value.
Risk Factors (continued) 36 Our common stock has experienced and may continue to experience price fluctuations, which could cause you to lose a significant portion of your investment and interfere with our efforts to grow our business.
Our common stock has experienced and may continue to experience price fluctuations, which could cause you to lose a significant portion of your investment and interfere with our efforts to grow our business.
The remainder of our investment in securities (other than government securities, TRSs and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in ARMOUR Residential REIT, Inc.
The remainder of our investment in securities (other than government securities, TRSs and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Furthermore, while the exemptive relief eliminates the CPO requirement, we still operate a commodity pool and are therefore subject to ARMOUR Residential REIT, Inc. Risk Factors (continued) 32 other CFTC requirements. Such other requirements may include having our interest rate swap contracts cleared through recognized clearing organizations or having to post higher initial margins on uncleared swaps.
Furthermore, while the exemptive relief eliminates the CPO requirement, we still operate a commodity pool and are therefore subject to other CFTC requirements. Such other requirements may include having our interest rate swap contracts cleared through recognized clearing organizations or having to post higher initial margins on uncleared swaps.
Risk Factors (continued) 28 general, no more than 5% of the value of our assets (other than government securities, TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total securities can be represented by securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our assets (other than government securities, TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total securities can be represented by securities of one or more TRSs.
Such net capital losses may be carried forward for five taxable years and generally used to offset undistributed taxable net capital gains realized during the carry forward period. Net capital losses realized totaling $(15,606), $(732,477), $(472,002), and $(46,823) will be available to offset future capital gains realized in 2026, 2027, 2028 and 2029 respectively.
Such net capital losses may be carried forward for five taxable years and generally used to offset undistributed taxable net capital gains realized during the carry forward period. Net capital losses realized totaling $(732,477), $(472,002), $(46,823), and $(4,137) will be available to offset future capital gains realized through 2027, 2028, 2029 and 2030 respectively.
As a result of the foregoing restrictions, we are limited in our ability to make or dispose of certain investments. To the extent that the SEC staff publishes new or different guidance with respect to these ARMOUR Residential REIT, Inc. Risk Factors (continued) 31 matters, we may be required to adjust our strategy accordingly.
As a result of the foregoing restrictions, we are limited in our ability to make or dispose of certain investments. To the extent that the SEC staff publishes new or different guidance with respect to these matters, we may be required to adjust our strategy accordingly.
If we are unable to maintain a relationship with AVM or are unable to establish a successful relationship with other third-parties providing similar services at comparable pricing, we may have to reduce or delay our operations and/or increase our expenditures and undertake the repurchase agreement and trading and administrative activities on our own, which could have a material adverse effect on our business operations and financial condition.
If we are unable to maintain a relationship with AVM or are unable to establish a successful relationship with other third-parties providing similar services at comparable pricing, we may have to reduce or delay our operations and/or increase our expenditures and undertake the repurchase agreement and trading and administrative activities on our own, which could have a ARMOUR Residential REIT, Inc.
Risks related to rights to take action against directors and officers under Maryland law The rights of our stockholders to take action against our directors and officers are limited under Maryland law.
Item 1A. Risk Factors 27 Risks related to rights to take action against directors and officers under Maryland law The rights of our stockholders to take action against our directors and officers are limited under Maryland law.
Government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, in Section 3(a)(1)(C) of the 1940 Act, as defined above, are U.S.
Government securities and cash items) on an unconsolidated basis. Excluded from the term ARMOUR Residential REIT, Inc. Item 1A. Risk Factors 28 “investment securities,” among other things, in Section 3(a)(1)(C) of the 1940 Act, as defined above, are U.S.
Our capital loss carry forward for tax purposes may expire before we can fully use it to offset otherwise taxable income or gains. For U.S. federal income tax purposes, we previously have incurred net capital losses.
ARMOUR Residential REIT, Inc. Item 1A. Risk Factors 26 Our capital loss carry forward for tax purposes may expire before we can fully use it to offset otherwise taxable income or gains. For U.S. federal income tax purposes, we previously have incurred net capital losses.
Sales of substantial amounts of our common stock (including shares of our common stock issued pursuant to our 2009 Stock Incentive Plan, as amended), or the perception that these sales could occur, could have a material adverse effect on the price of our common stock.
Item 1A. Risk Factors 33 stock. Sales of substantial amounts of our common stock (including shares of our common stock issued pursuant to our Third Amended and Restated 2009 Stock Incentive Plan), or the perception that these sales could occur, could have a material adverse effect on the price of our common stock.
Any capital loss carry forward that we have not used to offset undistributed otherwise taxable net capital gains will expire after the end of such five-year period, and will no longer be available to us.
Any capital loss carry forward that we have not used to offset undistributed otherwise taxable net capital gains will expire after the end of such five-year period, and will no longer be available to us. Distributions to tax-exempt investors may be classified as unrelated business taxable income.
However, we believe that the breadth and scope of ACM’s experience will enable it to fill any needs created by discontinuing a relationship with AVM. We have very broad investment strategies, and our Board will not approve each investment and financing decision made by ACM.
Item 1A. Risk Factors 30 material adverse effect on our business operations and financial condition. However, we believe that the breadth and scope of ACM’s experience will enable it to fill any needs created by discontinuing a relationship with AVM. We have very broad investment strategies, and our Board will not approve each investment and financing decision made by ACM.
The investments we make in accordance with our investment objectives may result in a greater amount of risk as compared to alternative investment options, including relatively higher risk of volatility or loss of principal. Our investments may be speculative and aggressive, and therefore an investment in our common stock may not be suitable for someone with lower risk tolerance.
The performance of our common stock correlates to the performance of our REIT investments, which may be speculative and aggressive compared to other types of investments. The investments we make in accordance with our investment objectives may result in a greater amount of risk as compared to alternative investment options, including relatively higher risk of volatility or loss of principal.
Risk Factors (continued) 33 result in investment returns that are substantially below expectations or that result in losses, which would materially and adversely affect our business, financial condition, and results of operations. We are highly dependent on information and communications systems.
In addition, because ACM has a certain amount of discretion in investment, financing and hedging decisions, ACM’s decisions could result in investment returns that are substantially below expectations or that result in losses, which would materially and adversely affect our business, financial condition, and results of operations. We are highly dependent on information and communications systems.
We may use proceeds from equity and debt offerings and other financings to fund distributions, which will decrease the amount of capital available for purchasing our target assets.
In addition, some of our distributions may include a return of capital. ARMOUR Residential REIT, Inc. Item 1A. Risk Factors 32 We may use proceeds from equity and debt offerings and other financings to fund distributions, which will decrease the amount of capital available for purchasing our target assets.
If we fail to qualify for an exclusion from registration as an investment company or an exclusion from the definition of an investment company, our ability to use leverage would be substantially reduced. Our business will be materially and adversely affected if we fail to qualify for an exclusion from regulation under the 1940 Act.
If we fail to qualify for an exclusion from registration as an investment company or an exclusion from the definition of an investment company, our ability to use leverage would be substantially reduced. Our ARMOUR Residential REIT, Inc. Item 1A.
These reporting and other obligations may place significant demands on our management, administrative, operational, internal audit and accounting resources and cause us to incur significant expenses.
We are subject to reporting and other obligations under the Securities Act and the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act. These reporting and other obligations may place significant demands on our management, administrative, operational, internal audit and accounting resources and cause us to incur significant expenses.
Furthermore, ACM may use complex strategies and transactions that may be costly, difficult, or impossible to unwind if our Board determines that they are not consistent with our investment strategies. In addition, because ACM has a certain amount of discretion in investment, financing and hedging decisions, ACM’s decisions could ARMOUR Residential REIT, Inc.
Furthermore, ACM may use complex strategies and transactions that may be costly, difficult, or impossible to unwind if our Board determines that they are not consistent with our investment strategies.
As a result, unless all of the directorships are vacant, our stockholders will not be able to fill vacancies with nominees of their own choosing.
Pursuant to Title 3, Subtitle 8 of the MGCL, once we meet the applicable requirements, our charter provides that our Board will have the exclusive power to fill vacancies on our Board. As a result, unless all of the directorships are vacant, our stockholders will not be able to fill vacancies with nominees of their own choosing.
We are subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared . We are subject to reporting and other obligations under the Securities Act and the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act.
As AI technologies and their applications continue to develop, the risks and uncertainties associated with their use may increase. We are subject to financial reporting and other requirements for which our accounting, internal audit and other management systems and resources may not be adequately prepared .
Removed
Item 1A. Risk Factors ARMOUR Residential REIT, Inc. 7 You should consider carefully all of the risks described below together with the other information contained in this Annual Report on Form 10-K, before making a decision to invest in our securities. This Annual Report on Form 10-K also contains forward-looking statements that involve risks and uncertainties.
Added
Item 1A. Risk Factors 25 taxable REIT subsidiary ("TRS") or other subsidiary corporations that will be subject to corporate level income tax at regular rates.
Removed
The risks and uncertainties described herein should not be considered to be a complete list of all potential risks that may affect us. Additional risks and uncertainties not currently known to us, or not presently deemed material by us, may also impair our operations and performance.
Added
Risk Factors 29 business will be materially and adversely affected if we fail to qualify for an exclusion from regulation under the 1940 Act.
Removed
If any of the following events occur, our business, financial condition and operating results may be materially adversely affected, the trading price of our securities could decline and you may lose all or part of your investment. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report.
Added
The use of artificial intelligence presents risks and challenges that may adversely impact our business. We, our manager, or third-party service providers use, and may continue to use, artificial intelligence (“AI”) in certain business processes, including but not limited to data analysis, investment modeling, risk management, financial reporting, and cybersecurity.
Removed
U.S. dollar amounts are presented in thousands, except per share amounts or as otherwise noted. Index To Item 1A.
Added
While AI technologies have the potential to improve ARMOUR Residential REIT, Inc. Item 1A. Risk Factors 31 efficiency, accuracy, and decision-making, their use also introduces a number of risks and uncertainties that could adversely affect our business, financial condition, and results of operations. AI systems are dependent on the quality and completeness of the data used for training and operation.
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Risk Factors Page Risk Factor Summary 8 ARMOUR’s MBS investments rely heavily on financial leverage, magnifying our interest rate and spread risks 8 ARMOUR actively issues new shares and may redeem outstanding shares of its common and preferred stock 8 ARMOUR is externally managed by ACM 8 We and equity analysts consider Distributable Earnings as a measure of ARMOUR’s investment performance 9 Our affiliate BUCKLER is our largest financing counterparty and placement agent under our at-the-market ("ATM") offering program 9 General risks common to ARMOUR and our peer mortgage REITs 9 ARMOUR Residential REIT, Inc.
Added
Inaccurate, incomplete, or biased data can result in flawed outputs, which may lead to suboptimal investment decisions, errors in financial reporting, or ineffective risk management. Additionally, AI models may be subject to “black box” limitations, where the rationale for certain outputs or recommendations is not transparent or easily understood by management or oversight personnel.
Removed
Risk Factors (continued) 8 Risk Factor Summary ARMOUR’s MBS investments rely heavily on financial leverage, magnifying our interest rate and spread risks: • Changes in interest rates impact our level of net interest income, total comprehensive income (loss) and stockholders' equity and we cannot always successfully mitigate such interest rate risks; • Volatility in the relationships between the market prices and yields for our securities and certain benchmark prices and interest rates periodically will adversely affect our net income, earnings per share and stockholders' equity • Fed monetary policy significantly influences interest rates and short-term financing availability; • U.S.
Added
This lack of transparency can make it difficult to identify, assess, and remediate errors or unintended consequences in a timely manner. The use of AI may also expose us to increased cybersecurity risks. AI systems can be targeted by malicious actors seeking to manipulate outputs, exfiltrate sensitive data, or disrupt operations.
Removed
Government backing of GSEs makes counterparty credit risk for investing in Agency Securities similar to that of U.S. Treasury Securities. Should GSEs lose that status or go fully private it could cause extreme market volatility and depressed prices on Agency Securities; • The fair value of our interest rate swaps represents forecasted future net swap coupon amounts.
Added
Furthermore, as regulatory expectations and industry standards regarding the use of AI continue to evolve, we may be required to implement additional controls, documentation, or governance measures to ensure compliance. Failure to do so could result in regulatory scrutiny, penalties, or reputational harm. We rely on third-party vendors for certain AI-enabled services and solutions.
Removed
The fair value of these positions has already been included in total comprehensive income (loss) and total stockholders’ equity. It has been received by us in cash through variation margin payments made by our counterparties, which we recognize as a liability. Both the asset and liability will ultimately go to zero.
Added
These vendors may not have adequate controls in place to ensure the reliability, security, or regulatory compliance of their AI systems. Any failure by a third-party provider to manage AI-related risks appropriately could have a material adverse effect on our operations.
Removed
This exact path of this eventual decline is uncertain and will depend on future changes in interest rates and other factors; • During stressful market conditions, we have sold and may in the future be forced to sell MBS at distressed prices, thereby potentially incurring permanent equity losses; and • We have credit exposure to our financing and derivative counterparties for the value of our collateral they hold in excess of our current liabilities.
Added
There is no assurance that our use of AI will achieve the intended benefits or that we will be able to effectively manage the associated risks. Any failure to do so could result in financial losses, regulatory action, or damage to our reputation.
Removed
ARMOUR actively issues new shares and may redeem outstanding shares of its common and preferred stock : • We have issued and may in the future issue shares of our common stock in “at the market” offerings or underwritten “block” offerings, which may adversely impact the market price of our stock and result in dilution to existing stockholders; • We may issue stock when investment opportunities are relatively less attractive; • We may repurchase our common and preferred stock at prices below book value, to the potential disadvantage of selling stockholders; and • Significant changes in the number of shares outstanding over time complicate the understanding of periodic per share calculations.
Added
Our investments may be speculative and aggressive, and therefore an investment in our common stock may not be suitable for someone with lower risk tolerance.
Removed
ARMOUR is externally managed by ACM: • ACM may terminate the management agreement for any reason.
Removed
If ACM ceases to be our investment manager, financial institutions providing any financing arrangements to us may not provide future financing to us; • ACM’s liability is limited under the management agreement and we have agreed to indemnify ACM and its affiliates against certain liabilities.
Removed
As a result, we could experience poor performance or losses for which ACM would not be liable; • There are potential conflicts of interest with current and future investment entities affiliated with ACM; • There are potential conflicts of interest with the allocation of investment opportunities by ACM. • Members of our management team have competing duties to other entities, which could result in decisions that are not in the best interests of our stockholders. • ACM's management fees are calculated based on our gross equity raised and not on our performance.
Removed
Gross equity raised substantially exceeds total stockholders' equity determined in accordance with GAAP and ARMOUR Residential REIT, Inc. Risk Factors (continued) 9 management fee expenses do not decline with reductions in our total stockholders' equity.
Removed
As a result, ACM's annualized contractual management fee rate as of December 31, 2024 equaled 3.03% of stockholders' equity. • ACM has voluntarily waived a portion of its contractual management fee.
Removed
ACM has reduced, and may further reduce, the amount of or discontinue entirely its voluntary fee waiver without our consent. • The termination of the management agreement may be difficult and costly. • The management agreement with ACM will automatically renew for an additional 5-year term unless ARMOUR gives 180-day written notice of non-renewal. • The management agreement was not negotiated on an arm’s-length basis and the terms, including fees payable, may not be as favorable to us as if they were negotiated with an unaffiliated third-party.
Removed
We and equity analysts consider Distributable Earnings as a measure of ARMOUR’s investment performance : • Distributable Earnings is a non-GAAP measure which excludes gains and losses, and therefore is an imperfect measure of our overall financial performance, and is not a standardized metric; and • Distributable Earnings may not provide sufficient incentive to ACM to maximize risk adjusted returns on our investment portfolio.
Removed
Our affiliate BUCKLER is our largest financing counterparty and placement agent under our ATM offering program : • A material portion of our aggregate repurchase financing is facilitated through BUCKLER; • We hold a 10.8% equity ownership interest in BUCKLER and additionally, provided BUCKLER with $200 million in additional regulatory capital; • BUCKLER relies primarily on bilateral and triparty repurchase agreement funding through the FICC; • BUCKLER is the primary placement agent for ARMOUR's common share ATM Program; • BUCKLER may pursue business opportunities with third parties; and • There are potential conflicts of interest in our relationship with ACM and its affiliates, including BUCKLER, which could result in decisions that are not in the best interests of our stockholders.
Removed
General risks common to ARMOUR and our peer mortgage REITs: • Making attractive portfolio investments, obtain financing and hedge risks consistent with our strategy; • Complying with REIT and other tax requirements and Maryland law; • Maintaining exemptions from the 1940 Act and CFTC commodity pool regulations; • Our dependence on key personnel, information systems and communication systems; and • Capital markets risks related to our securities.
Removed
ARMOUR Residential REIT, Inc. Risk Factors (continued) 10 ARMOUR’s MBS investments rely heavily on financial leverage, magnifying our interest rate and spread risks: Changes in interest rates impact our level of net interest income, total comprehensive income (loss) and stockholders' equity and we cannot always successfully mitigate such interest rate risks.
Removed
We invest predominately in MBS backed by loans with fixed interest rates, and to a lesser extent from time to time, in MBS backed by loans with interest rates that adjust on a regular basis, usually either monthly or annually.
Removed
Our MBS have maturities ranging from 10 to 30 years (although average lives are much shorter due to amortization and prepayments). Our repurchase agreement borrowings generally have maturities ranging from one to 90 days.
Removed
This mismatch in the interest rate terms between our assets and our liabilities is the primary source of our ability to generate positive net interest income because long-term interest rates tend to be higher than short-term rates. Short-term and long-term interest rates do not always move together.
Removed
If short-term rates increase faster than long-term rates, the difference between the two may become zero or negative, and we may not have the ability to generate positive net interest income. Changes in short-term rates will most significantly impact our level of net interest income, with rising interest rates likely to reduce our net interest income.
Removed
Changes in long-term rates will initially impact the fair value of our investments in securities, with rising interest rates reducing their fair value. Changes in the values of our trading securities are reflected in our income as other gain or loss with rising rates likely to generate losses.
Removed
Over longer periods of time, rising long-term interest rates will provide us the opportunity to reinvest principal receipts and otherwise make additional investments in securities with higher yields.
Removed
It can be difficult to predict the impact on interest rates of unexpected and uncertain global political and economic events, such as pandemics, epidemic disease, warfare (including the ongoing war between Russia and Ukraine and Middle East hostilities), economic and international trade conflicts or sanctions, the change in the political makeup of the U.S.
Removed
Congress, or changes in the credit rating of the U.S. government, the United Kingdom, or one or more Eurozone nations; however, increased uncertainty or changes in the economic outlook for, or rating of, the creditworthiness of the U.S. government, the United Kingdom, or Eurozone nations may have adverse impacts on, among other things, the U.S. economy, financial markets, the cost of borrowing, the financial strength of counterparties we transact business with, and the value of assets we hold.
Removed
Any such adverse impacts could negatively impact the availability to us of short-term debt financing, our cost of short-term debt financing, our business, and our financial results. We attempt to mitigate interest rate risk by moderating the amount of our financial leverage, diversifying our securities portfolio across both maturities and interest rate coupons, and economic hedging with derivatives.
Removed
For example, we enter into interest rate swaps that require us to pay fixed rates and receive variable rates. These swaps are designed to offset the fluctuations in the interest costs of our repurchase financing due to movements in short-term interest rates.
Removed
We record our derivatives and our trading securities at fair value and periodic changes in fair value are reflected in our net income (loss) and earnings per share. To the extent that fair value changes on derivatives offset fair value changes in our investments in securities, the fluctuation in our stockholders’ equity will be lower.
Removed
Rising interest rates may tend to result in an overall increase in our reported net income even while our total stockholders’ equity declines. ARMOUR Residential REIT, Inc.
Removed
Risk Factors (continued) 11 Volatility in the relationships between the market prices and yields for our securities and certain benchmark prices and interest rates periodically will adversely affect our net income, earnings per share and stockholders' equity.
Removed
The market prices and yields for Agency Securities and interest rate derivatives like those we hold are generally negatively correlated over time to each other and to certain benchmark prices and interest rates, such as those for U.S. Treasury Securities. Those correlations are never perfect, and can vary widely on occasion, particularly in times of market stress.
Removed
This variation in the “spread” relationship among the market yields, and therefore prices, of different instruments can result in our hedging positions being not as effective as normally would be expected, exposing us to the risk of unexpected volatility in our net income, earnings per share, and total stockholders’ equity.
Removed
Our most recent significant experience of this phenomena occurred in the first half of 2020. Spread risk is difficult and expensive to hedge effectively. Avoiding holding MBS with interest rate spread risk would severely limit our opportunity to generate net interest income because low spread risk investments, such as U.S. Treasury Securities, usually have substantially lower yields.
Removed
Our efforts to mitigate spread risk are limited to attempting to identify characteristics that might cause particular MBS to have relatively higher or lower spread risk under potential future market conditions. Such characteristics include characteristics of the underlying loans and current market premium levels.
Removed
However, other investment considerations, such as prepayment risk, tend to overshadow spread risk in our selection of Agency Securities.
Removed
We cannot predict the impact of future Fed monetary policy on the prices and liquidity of Agency Securities or other securities in which we invest, although Fed action could increase the prices of our target assets and reduce the spread on our investments or decrease our book value.
Removed
Changes in Fed policy affect our financial results because our cost of funds is largely dependent on short-term rates. An increase in our cost of funds without a corresponding increase in interest income earned on our investments in securities causes our net income to decline.
Removed
We cannot predict the impact of any future actions by the Fed on the prices and liquidity of the securities in which we invest. Future Fed action could reduce the value of our assets, reduce the spread on our investments and/or decrease our book value.
Removed
Changes by the Fed in its securities purchase programs or other monetary policy could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
Removed
After the Fed increased the Federal Funds Rate to a target range of 5.25% to 5.50% in July 2023 to tame rising inflation, it kept the target range at this level until September 2024, stating in 2024 FOMC meetings that the risks to achieving its employment and inflation goals continue to move into better balance.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity (continued) 39 reviewing and approving any information and cybersecurity policies, procedures and resources, and reviewing our information and cybersecurity risk assessment, detection, protection, and mitigation systems. Management’s Role The ITSC and the Chief Executive Officer (“CEO") play a pivotal role in informing the Audit Committee on cybersecurity risks.
Biggest changeOur Audit Committee periodically monitors and oversees our information and cybersecurity risks including reviewing and approving any information and cybersecurity policies, procedures and resources, and reviewing our information and cybersecurity risk assessment, detection, protection, and mitigation systems. ARMOUR Residential REIT, Inc. Item 1C.
This review helps in identifying areas for improvement and attempting to ensure the alignment of cybersecurity efforts with the overall risk management framework. Risk Management Personnel Primary responsibility for assessing, monitoring, and managing our cybersecurity risks rests with the ITSC. This committee consists of the Chief Technology Officer ("CTO"), IT Systems Administrator, Co-Chief Investment Officers, Controller and the CFO.
This review helps in identifying areas for improvement and attempting to ensure the alignment of cybersecurity efforts with the overall risk management framework. Risk Management Personnel Primary responsibility for assessing, monitoring, and managing our cybersecurity risks rests with the ITSC. This committee consists of the Chief Technology Officer ("CTO"), Co-Chief Investment Officers, Controller and the CFO.
It is difficult to determine what, if any, negative impact may directly result from any specific interruption or cyber-attacks or security breaches of our networks or systems (or the networks or systems of third parties that facilitate our business activities), any failure to maintain performance or any other risk from cybersecurity threats.
It is difficult to determine what, if any, negative impact may directly result from any specific interruption or cyber-attacks or security breaches of our networks or systems (or the networks or systems of third parties that facilitate our business activities), any failure to maintain performance or any other risk from cybersecurity threats.See Item 1A.
Furthermore, significant cybersecurity matters are escalated to the Board, so that the Board can provide guidance on critical cybersecurity issues. ARMOUR Residential REIT, Inc. 40
Furthermore, significant cybersecurity matters are escalated to the Board, so that the Board can provide guidance on critical cybersecurity issues. ARMOUR Residential REIT, Inc. 37
Item 1C. Cybersecurity 38 Risk Management We recognize the importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and protect the integrity and confidentiality of our data. ACM has established an Information Technology Steering Committee (the "ITSC”) to help mitigate technology risks including those relating to cybersecurity.
Item 1C. Cybersecurity 35 Risk Management We recognize the importance of developing, implementing, and maintaining cybersecurity measures to safeguard our information systems and protect the integrity and confidentiality of our data. ACM has established the ITSC to help mitigate technology risks including those relating to cybersecurity.
Our CTO has over a twenty years of experience with cybersecurity, and our IT Systems Administrator has cybersecurity experience and certifications. All ACM employees are required to complete monthly cybersecurity trainings. Our ITSC oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our cybersecurity training procedures.
Our CTO has over thirty years of cybersecurity experience. All ACM employees are required to complete monthly cybersecurity trainings. Our ITSC oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our cybersecurity training procedures.
Risk Factors of this Form 10-K for further discussion. Governance Our Board is aware of the critical nature of managing risks associated with cybersecurity threats and has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats. Our Audit Committee periodically monitors and oversees our information and cybersecurity risks including ARMOUR Residential REIT, Inc.
Risk Factors of this Form 10-K for further discussion. Governance Our Board is aware of the critical nature of managing risks associated with cybersecurity threats and has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats.
They provide comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics, including: Current cybersecurity landscape and emerging threats; Status of ongoing cybersecurity initiatives and strategies; Incident reports from any cybersecurity events; and Compliance with regulatory requirements and industry standards.
These briefings encompass a broad range of topics, including: Current cybersecurity landscape and emerging threats; Status of ongoing cybersecurity initiatives and strategies; Incident reports from any cybersecurity events; and Compliance with regulatory requirements and industry standards.
Removed
See General risks common to ARMOUR and our peer mortgage REITs—We are highly dependent on information and communications systems. System failures, security breaches or cyber-attacks of networks or systems could significantly disrupt our business and negatively affect the market price of our common stock and our ability to distribute dividends in Item 1A.
Added
Cybersecurity 36 Management’s Role The ITSC and the Chief Executive Officer (“CEO") play a pivotal role in informing the Audit Committee on cybersecurity risks. They provide comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties We do not own or lease any real estate or other physical properties. Pursuant to the management agreement, ACM maintains our executive offices at 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963. We consider our current office space adequate for our current operations. Item 3.
Biggest changeItem 2. Properties We do not own or lease any real estate or other physical properties. Pursuant to the management agreement, ACM maintains our executive offices at 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963. We consider our current office space adequate for our current operations.
Removed
Legal Proceedings See Note 9 - Commitments and Contingencies for information on legal proceedings. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 40 PART II 41 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 41 Item 6. [Reserved] 43 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 37 PART II 38 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 Item 6. [Reserved] 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 65 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+0 added7 removed0 unchanged
Biggest changePeriod Ending Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 ARMOUR Residential REIT $ 100.00 $ 66.78 $ 67.57 $ 46.09 $ 39.00 $ 44.13 S&P 500 Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 NAREIT Mortgage REIT Index $ 100.00 $ 81.23 $ 93.93 $ 68.94 $ 79.52 $ 79.80 The information in the performance graph and table has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness can be guaranteed.
Biggest changePeriod Ending Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 ARMOUR Residential REIT $ 100.00 $ 101.18 $ 69.02 $ 58.40 $ 66.09 $ 73.74 S&P 500 Index $ 100.00 $ 128.71 $ 105.4 $ 133.10 $ 166.40 $ 196.16 NAREIT Mortgage REIT Index $ 100.00 $ 115.64 $ 84.86 $ 97.89 $ 98.24 $ 113.98 The information in the performance graph and table has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness can be guaranteed.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (continued) 42 Performance Graph The following graph compares the stockholder’s cumulative total return, assuming $100 invested at December 31, 2019, with all reinvestment of dividends, as if such amounts had been invested in: (i) our common stock; (ii) the stocks included in the S&P 500 and (iii) the stocks included in the NAREIT Mortgage REIT Index.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Performance Graph The following graph compares the stockholder’s cumulative total return, assuming $100 invested at December 31, 2020, with all reinvestment of dividends, as if such amounts had been invested in: (i) our common stock; (ii) the stocks included in the S&P 500 and (iii) the stocks included in the NAREIT Mortgage REIT Index.
The historical information set forth above is not necessarily indicative of future performance. Accordingly, we do not make or endorse any predictions as to future performance.
The historical information set forth above is not necessarily indicative of future performance. Accordingly, we do not make or endorse any predictions as to future performance. ARMOUR Residential REIT, Inc.
Removed
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ARMOUR Residential REIT, Inc. 41 Stock Symbols and Holders of Common Equity Our 7.00% Series C Cumulative Preferred Stock (“Series C Preferred Stock”), and our common stock are currently listed on the NYSE under the symbols “ARR-PRC” and “ARR,” respectively.
Removed
On February 11, 2025, the closing per share price of our common stock as reported on the NYSE was $19.06. As of February 11, 2025, we had 152 stockholders of record of our outstanding common stock. We believe that there are more beneficial owners of shares of our common stock.
Removed
Dividend Policy We intend to continue to make regular cash distributions to holders of shares of common stock. Future dividends will be at the discretion of the Board and will depend on our earnings and financial condition, maintenance of our REIT qualification, restrictions on making distributions under MGCL and such other factors as our Board deems relevant.
Removed
Dividends cannot be paid on our common stock unless we have paid full cumulative dividends on all classes of our preferred stock. For the year ended December 31, 2024, we paid full cumulative dividends on our preferred stock.
Removed
For historical information on the frequency and amount of cash dividends paid to the holders of shares of our preferred stock and common stock see Note 11 to the consolidated financial statements. Our REIT taxable income and dividend requirements are determined on an annual basis.
Removed
Total dividend payments to common stockholders were $150,990 and dividend payments to preferred stockholders were $11,982 for the year ended December 31, 2024. Our estimated REIT taxable income available to pay dividends was $140,041 for the year ended December 31, 2024. Dividends in excess of REIT taxable income for the year will generally not be taxable to common stockholders.
Removed
The portion of the dividends on our common stock which represented non-taxable return of capital was approximately 14.8% in 2024, 47.5% in 2023 and 100.0% in 2022. ARMOUR Residential REIT, Inc.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

49 edited+7 added110 removed29 unchanged
Biggest changeTreasury Securities Sold Short December 31, 2024 Balance, December 31, 2023 $ $ 11,159,754 $ $ (355,322) Purchases (1) 7,271,101 869,257 Proceeds from sales (4,589,515) (1,050,019) Principal repayments (1,053,625) Gains (losses) (348,646) 37,602 Accrued interest payable 1,248 Amortization of purchase premium 345 Balance, December 31, 2024 $ $ 12,439,414 $ $ (497,234) Percentage of Portfolio % 100.00 % % December 31, 2023 Balance, December 31, 2022 $ 187,944 $ 8,010,647 $ $ (506,074) Purchases (1) 10,106,910 624,039 841,709 Proceeds from sales (189,931) (6,100,661) (618,520) (651,621) Principal repayments (1,997) (801,161) Gains (losses) 4,056 (52,665) (5,388) (37,705) Accrued interest payable (1,631) Amortization of purchase premium (72) (3,316) (131) Balance, December 31, 2023 $ $ 11,159,754 $ $ (355,322) Percentage of Portfolio % 100.00 % % (1) Purchases include cash paid during the period, plus payable for investment securities purchased during the period as of period end.
Biggest changeTreasury Securities Sold Short Balance, beginning of period $ 12,439,414 $ $ (497,234) $ 11,159,754 $ (355,322) Purchases (1) 9,796,487 1,200,838 504,277 7,271,101 869,257 Proceeds from sales (1,634,243) (603,493) (4,589,515) (1,050,019) Principal repayments (1,696,914) (1,053,625) Gains (losses) 514,836 854 (10,844) (348,646) 37,602 Accrued interest payable 3,801 1,248 (Amortization) accretion of purchase premium or discount (1,940) (90) 345 Balance, end of period $ 19,417,640 $ 598,109 $ $ 12,439,414 $ (497,234) Percentage of Portfolio 97.0 % 3.0 % 100.0 % (1) Purchases include cash paid during the period, plus payable for investment securities purchased during the period as of period end.
We generally pay a fixed rate and receive a floating rate with the objective of fixing a portion of our borrowing costs and hedging the change in our book value to some degree. The floating rate we receive is generally the Federal Funds Rate or SOFR. We had contractual commitments under derivatives at December 31, 2024 and December 31, 2023.
We generally pay a fixed rate and receive a floating rate with the objective of fixing a portion of our borrowing costs and hedging the change in our book value to some degree. The floating rate we receive is generally the Federal Funds Rate or SOFR. We had contractual commitments under derivatives at December 31, 2025 and December 31, 2024.
Such financing will depend on market conditions for capital raises and for the investment of any proceeds and there can be no assurances that we will successfully obtain any such financing. Stockholders’ Equity See Note 11 to the consolidated financial statements. Critical Accounting Estimates Fair value is based on valuations obtained from third-party pricing services and/or dealer quotes.
Such financing will depend on market conditions for capital raises and for the investment of any proceeds and there can be no assurances that we will successfully obtain any such financing. Stockholders’ Equity See Note 10 to the consolidated financial statements. Critical Accounting Estimates Valuation Fair value is based on valuations obtained from third-party pricing services and/or dealer quotes.
Our financial statements are prepared in accordance with GAAP and any distributions we may make will be determined by our Board based in part on our REIT taxable income as calculated according to the requirements of the Code; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation.
Our financial statements are prepared in accordance with GAAP and any distributions we may make will be determined by our Board based in part on our REIT taxable income as calculated according to the requirements of the Code; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation. ARMOUR Residential REIT, Inc.
December 31, 2024 Principal Amount Amortized Cost Gross Unrealized Gain (Loss) Fair Value CPR (1) Weighted Average Months to Maturity Percent of Total Agency Fixed Rates 181 months 2.5% $ 297,928 $ 244,720 $ (1,954) $ 242,766 3.2 % 330 2.0 % 3.0% 741,422 642,064 (12,481) 629,583 3.9 % 320 5.1 3.5% 1,319,235 1,265,106 (95,476) 1,169,630 4.6 % 329 9.4 4.0% 1,038,798 1,032,126 (79,202) 952,924 5.3 % 329 7.7 4.5% 972,765 964,169 (47,336) 916,833 5.6 % 331 7.4 5.0% 2,198,347 2,178,480 (51,735) 2,126,745 6.1 % 346 17.1 5.5% 2,705,528 2,723,247 (40,980) 2,682,267 10.2 % 345 21.6 6.0% 2,646,152 2,696,087 (28,015) 2,668,072 13.7 % 343 21.4 6.5% 526,144 538,733 914 539,647 28.5 % 347 4.3 Other Agency Securities Agency CMBS $ 510,720 $ 521,772 $ (10,825) $ 510,947 n/a 53 4.0 % Total Investments in Securities $ 12,957,039 $ 12,806,504 $ (367,090) $ 12,439,414 8.7 % 328 100.0 % (1) Weighted average CPR during the fourth quarter for the securities owned at December 31, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 December 31, 2024 Principal Amount Amortized Cost Gross Unrealized Gain (Loss) Fair Value CPR (1) Weighted Average Months to Maturity Percent of Total Agency Fixed Rates 181 months 2.5% $ 297,928 $ 244,720 $ (1,954) $ 242,766 3.2 % 330 2.0 % 3.0% 741,422 642,064 (12,481) 629,583 3.9 % 320 5.1 3.5% 1,319,235 1,265,106 (95,476) 1,169,630 4.6 % 329 9.4 4.0% 1,038,798 1,032,126 (79,202) 952,924 5.3 % 329 7.7 4.5% 972,765 964,169 (47,336) 916,833 5.6 % 331 7.4 5.0% 2,198,347 2,178,480 (51,735) 2,126,745 6.1 % 346 17.1 5.5% 2,705,528 2,723,247 (40,980) 2,682,267 10.2 % 345 21.6 6.0% 2,646,152 2,696,087 (28,015) 2,668,072 13.7 % 343 21.4 6.5% 526,144 538,733 914 539,647 28.5 % 347 4.3 Other Agency Securities Agency CMBS $ 510,720 $ 521,772 $ (10,825) $ 510,947 n/a 53 4.0 % Total Investments in Securities $ 12,957,039 $ 12,806,504 $ (367,090) $ 12,439,414 100.0 % (1) Weighted average CPR during the fourth quarter for the securities owned at December 31, 2024.
Compensation to be paid to our non-executive Board in the form of cash and common equity is $1,219 annually (see Note 10 to the consolidated financial statements).
Compensation to be paid to our non-executive Board in the form of cash and common equity is $1,219 annually (see Note 9 to the consolidated financial statements).
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 65 Effects of Margin Requirements, Leverage and Credit Spreads Our MBS have values that fluctuate according to market conditions and, as discussed above, the market value of our MBS will decrease as prevailing interest rates or credit spreads increase.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 61 Effects of Margin Requirements, Leverage and Credit Spreads Our MBS have values that fluctuate according to market conditions and, as discussed above, the market value of our MBS will decrease as prevailing interest rates or credit spreads increase.
The management agreement runs through December 31, 2029 and is thereafter automatically renewed for an additional five-year term unless terminated under certain circumstances. The following table reconciles the fees incurred in accordance with the management agreement for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 (see Note 9 to the consolidated financial statements).
The management agreement runs through December 31, 2029 and is thereafter automatically renewed for an additional five-year term unless terminated under certain circumstances. The following table reconciles the fees incurred in accordance with the management agreement for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 (see Note 8 to the consolidated financial statements).
Our repurchase agreements balance will fluctuate based on our change in capital, leverage targets and the market prices of our assets (including the effects of principal paydowns) and the level and timing of investment and reinvestment activity (see Note 7 and Note 15 to the consolidated financial statements). ARMOUR Residential REIT, Inc.
Our repurchase agreements balance will fluctuate based on our change in capital, leverage targets and the market prices of our assets (including the effects of principal paydowns) and the level and timing of investment and reinvestment activity (see Note 6 and Note 14 to the consolidated financial statements). ARMOUR Residential REIT, Inc. Item 7.
We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this report to reflect new information, future events or otherwise, except as required under the U.S. federal securities laws.
We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this report to reflect new information, future events or otherwise, except as required under the U.S. federal securities laws. ARMOUR Residential REIT, Inc.
ARMOUR Residential REIT, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 58 Repurchase Agreements, net We have entered into repurchase agreements to finance the majority of our MBS. Our repurchase agreements are secured by our MBS and bear interest at rates that have moved in close relationship to the Federal Funds Rate and SOFR.
ARMOUR Residential REIT, Inc. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 55 Repurchase Agreements, net We have entered into repurchase agreements to finance the majority of our MBS. Our repurchase agreements are secured by our MBS and bear interest at rates that have moved in close relationship to the Federal Funds Rate and SOFR.
At December 31, 2024 and December 31, 2023, we had obligations to return securities received as collateral associated with our reverse repurchase agreements of $493,433 and $350,273, respectively. We generally seek to borrow (on a recourse basis) between six and ten times the amount of our total stockholders’ equity.
At December 31, 2025 and December 31, 2024, we had obligations to return securities received as collateral associated with our reverse repurchase agreements of $0 and $493,433, respectively. We generally seek to borrow (on a recourse basis) between six and ten times the amount of our total stockholders’ equity.
Our repurchase agreements require excess collateral, known as a “haircut.” At December 31, 2024, the average gross haircut percentage was 2.77% compared to 2.74% at December 31, 2023.
Our repurchase agreements require excess collateral, known as a “haircut.” At December 31, 2025, the average gross haircut percentage was 2.73% compared to 2.77% at December 31, 2024.
At December 31, 2024 and December 31, 2023, BUCKLER accounted for 45.7% and 48.4%, respectively, of our aggregate borrowings and had an amount at risk of 8.0% and 8.1%, respectively, of our total stockholders' equity (see Note 7 to the consolidated financial statements).
At December 31, 2025 and December 31, 2024, BUCKLER accounted for 47.0% and 45.7%, respectively, of our aggregate borrowings and had an amount at risk of 7.1% and 8.0%, respectively, of our total stockholders' equity (see Note 6 to the consolidated financial statements).
Our debt to equity ratios at December 31, 2024 and December 31, 2023, were 7.87:1 and 7.59:1, respectively, as we substituted Agency MBS for TBA Agency Securities. Our leverage ratios, including our TBA Agency Securities, were 7.87:1 and 7.83:1 at December 31, 2024 and December 31, 2023, respectively.
Our debt to equity ratios at December 31, 2025 and December 31, 2024, were 7.94:1 and 7.87:1, respectively, as we substituted Agency MBS for TBA Agency Securities. Our leverage ratios, including our TBA Agency Securities, were 7.94:1 and 7.87:1 at December 31, 2025 and December 31, 2024, respectively.
The practical effect of these transactions is to replace a portion of our repurchase agreement financing of our MBS in our securities portfolio with short positions in U.S. Treasury Securities. We believe that this helps to reduce interest rate risk, and therefore counterparty credit and liquidity risk.
The practical effect of these transactions is to replace a portion of our repurchase agreement financing of our MBS in our securities portfolio with short positions in U.S. Treasury Securities. We believe that this helps to reduce interest rate risk, and therefore counterparty credit and liquidity risk. Both parties ARMOUR Residential REIT, Inc. Item 7.
Implied leverage, including TBA Securities and forward settling sales and unsettled purchases was 7.95:1 and 7.96:1 at December 31, 2024 and December 31, 2023, respectively.
Implied leverage, including TBA Securities and forward settling sales and unsettled purchases was 8.07:1 and 7.95:1 at December 31, 2025 and December 31, 2024, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 63 Transaction Type Completion Date Number of Shares Per Share price (1) Net Proceeds (Costs) December 31, 2024 2023 Common stock ATM Sales Agreement July 26, 2024 - December 27, 2024 13,619 $ 19.50 $ 265,614 DRIP shares issued January 25, 2024 - December 30, 2024 5 $ 18.95 $ 86 Common stock repurchased January 22, 2024 - January 25, 2024 (70) $ 19.31 $ (1,344) December 31, 2023 2021 Common stock ATM Sales Agreement January 4, 2023 - July 12, 2023 13,305 $ 27.66 $ 367,997 2023 Common stock ATM Sales Agreement July 26, 2023 - September 29, 2023 3,328 $ 24.66 $ 82,100 DRIP shares issued July 25, 2023 - September 29, 2023 3 $ 19.71 $ 51 Common stock repurchased March, May and September, October and November (477) $ 20.80 $ (9,935) December 31, 2022 2021 Common stock ATM Sales Agreement January 11, 2022 - December 21, 2022 14,008 $ 33.95 $ 475,537 Common stock repurchased June, September and October (296) $ 25.94 $ (7,664) Other Contractual Obligations The Company is managed by ACM, pursuant to a management agreement (see Note 9 and Note 15 to the consolidated financial statements) .
Management’s Discussion and Analysis of Financial Condition and Results of Operations 59 DRIP shares issued January 27, 2025 - December 29, 2025 7 $ 16.59 $ 111 Common stock repurchased April 8, 2025 -September 22, 2025 (1,351) $ 14.77 $ (19,947) (1) Weighted average price Transaction Type Completion Date Number of Shares Per Share price (1) Net Proceeds (Costs) December 31, 2024 2023 Common stock ATM Sales Agreement July 26, 2024 - December 27, 2024 13,619 $ 19.50 $ 265,614 DRIP shares issued January 25, 2024 - December 30, 2024 5 $ 18.95 $ 86 Common stock repurchased January 22, 2024 - January 25, 2024 (70) $ 19.31 $ (1,344) (1) Weighted average price Transaction Type Completion Date Number of Shares Per Share price (1) Net Proceeds (Costs) December 31, 2023 2021 Common stock ATM Sales Agreement January 4, 2023 - July 12, 2023 13,305 $ 27.66 $ 367,997 2023 Common stock ATM Sales Agreement July 26, 2023 - September 29, 2023 3,328 $ 24.66 $ 82,100 DRIP shares issued July 25, 2023 - September 29, 2023 3 $ 19.71 $ 51 Common stock repurchased March, May and September, October and November (477) $ 20.80 $ (9,935) (1) Weighted average price Other Contractual Obligations The Company is managed by ACM, pursuant to a management agreement (see Note 8 and Note 14 to the consolidated financial statements) .
For the Years Ended December 31, 2024 December 31, 2023 December 31, 2022 ARMOUR management fees $ 39,726 $ 38,121 $ 33,714 Less management fees waived (6,600) (6,600) (7,800) Total management fee expense $ 33,126 $ 31,521 $ 25,914 We adopted the 2009 Stock Incentive Plan (as amended, the “Plan”) to attract, retain and reward directors and other persons who provide services to us in the course of operations.
For the Years Ended December 31, 2025 December 31, 2024 December 31, 2023 ARMOUR management fees $ 45,464 $ 39,726 $ 38,121 Less management fees waived (6,600) (6,600) (6,600) Total management fee expense $ 38,864 $ 33,126 $ 31,521 We adopted the Third Amended and Restated 2009 Stock Incentive Plan (the “Plan”) to attract, retain and reward directors and other persons who provide services to us in the course of operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 68 availability of suitable investment opportunities; the degree and nature of our competition, including competition for MBS; changes in our business and investment strategy; our failure to maintain our qualification as a REIT; our failure to maintain an exemption from being regulated as a commodity pool operator; our dependence on ACM and ability to find a suitable replacement if ACM was to terminate its management relationship with us; the existence of conflicts of interest in our relationship with ACM, BUCKLER, certain of our directors and our officers, which could result in decisions that are not in the best interest of our stockholders; the potential for BUCKLER's inability to access attractive repurchase financing on our behalf or secure profitable third-party business; our management's and certain directors' competing duties to other affiliated entities, which could result in decisions that are not in the best interest of our stockholders; changes in personnel at ACM or the availability of qualified personnel at ACM; limitations imposed on our business by our status as a REIT under the Code; the potential burdens on our business of maintaining our exclusion from the 1940 Act and possible consequences of losing that exclusion; changes in GAAP, including interpretations thereof; changes in applicable laws and regulations; and changes in effectiveness of our controls We cannot guarantee future results, levels of activity, performance or achievements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 64 our failure to maintain our qualification as a REIT; our failure to maintain an exemption from being regulated as a commodity pool operator; our dependence on ACM and ability to find a suitable replacement if ACM was to terminate its management relationship with us; the existence of conflicts of interest in our relationship with ACM, BUCKLER, certain of our directors and our officers, which could result in decisions that are not in the best interest of our stockholders; the potential for BUCKLER's inability to access attractive repurchase financing on our behalf or secure profitable third-party business; our management's and certain directors' competing duties to other affiliated entities, which could result in decisions that are not in the best interest of our stockholders; changes in personnel at ACM or the availability of qualified personnel at ACM; limitations imposed on our business by our status as a REIT under the Code; the potential burdens on our business of maintaining our exclusion from the 1940 Act and possible consequences of losing that exclusion; changes in GAAP, including interpretations thereof; changes in applicable laws and regulations, including to federal tax law and other regulatory provisions as a result of the One Big Beautiful Bill Act being signed into law; and changes in effectiveness of our controls.
At December 31, 2024 and December 31, 2023, we had derivatives with a net fair value of $906,778 and $872,376, respectively (see Note 8 to the consolidated financial statements).
At December 31, 2025 and December 31, 2024, we had derivatives with a net fair value of $592,241 and $906,778, respectively (see Note 7 to the consolidated financial statements).
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 66 stock ATM Sales Agreement. In accordance with the terms of these agreements, we may offer and sell shares of stock over a period of time and from time to time, with BUCKLER and other agents as sales agents (see Note 11 to the consolidated financial statements).
In accordance with the terms of these agreements, we may offer and sell shares of stock over a period of time and from time to time, with BUCKLER and other agents as sales agents (see Note 10 to the ARMOUR Residential REIT, Inc. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 62 consolidated financial statements).
Subsequent Events See Note 11 and Note 17 to the consolidated financial statements. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The forward-looking statements in this report are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 63 Subsequent Events See Note 10 and Note 16 to the consolidated financial statements. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The forward-looking statements in this report are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us.
At December 31, 2024 and December 31, 2023, we had interest rate swap contracts with an aggregate notional balance of $7,232,000 and $6,786,000, a weighted average swap rate of 1.66% and 1.37% and a weighted average term of 76 and 68 months, respectively.
At December 31, 2025 and December 31, 2024, we had interest rate swap contracts with an aggregate notional balance of $12,327,000 and $7,232,000, a weighted average swap rate of 2.44% and 1.66% and a weighted average term of 51 and 76 months, respectively.
At December 31, 2024 and December 31, 2023, we financed our securities portfolio with $10,713,830 (net of reverse repurchase agreements of $498,250, $447,063 of which were with BUCKLER) and $9,647,982 (net of reverse repurchase agreements of $353,937, all of which were with BUCKLER) of borrowings under repurchase agreements, respectively.
At December 31, 2025 and December 31, 2024, we financed our securities portfolio with $17,941,796 and $10,713,830 (net of reverse repurchase agreements of $498,250, $447,063 of which were with BUCKLER) of borrowings under repurchase agreements, respectively.
Congress passed legislation reforming or winding down Fannie Mae or Freddie Mac; mortgage loan modification programs and future legislative action; actions by the Fed which could cause a change of the yield curve, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders; the impact of a delay or failure of the U.S.
Congress passed legislation reforming or winding down Fannie Mae or Freddie Mac; mortgage loan modification programs and future legislative action; actions by the Fed which could cause a change of the yield curve, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders; availability, terms and deployment of capital; changes in economic conditions generally; the impact of a new pandemic on our operations; general volatility of the financial markets, including markets for mortgage securities; a downgrade of the U.S.
You should carefully consider these risks before you make an investment decision with respect to our stock, along with the following factors that could cause actual results to vary from our forward-looking statements: changes in interest rates, interest rate spreads and the yield curve or prepayment rates; the geopolitical situation as a result of the war between Russia and Ukraine, as well as the outbreak of hostilities in the Middle East, may continue to adversely affect the U.S. economy, which may lead the Fed to take actions that may impact our business; the impact of the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government and the Fed system; the possible material adverse effect on our business if the U.S.
You should carefully consider these risks before you make an investment decision with respect to our stock, along with the following factors that could cause actual results to vary from our forward-looking statements: risks related to governmental regulation, including uncertainties from the U.S. federal administration, including the impact of sanctions, tariffs and other trade policies of the U.S. and its global trading partners; changes in interest rates, interest rate spreads and the yield curve or prepayment rates; political, regulatory or market uncertainty, including economic downturns and heightened geopolitical tensions and conflicts, may continue to adversely affect the U.S. economy, which may lead the Fed to take actions that may impact our business; the impact of the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government and the Fed system; the possible material adverse effect on our business if the U.S.
As of the date hereof, we have "at-the-market" offering programs with 3,136 shares of 7.00% Series C Cumulative Redeemable Preferred Stock available under the Preferred C ATM Sales Agreement and 9,049 shares of common stock remain available under the 2023 Common ARMOUR Residential REIT, Inc.
As of the date hereof, we have "at-the-market" offering programs with 2,722 shares of 7.00% Series C Cumulative Redeemable Preferred Stock available under the Preferred C ATM Sales Agreement and 22,792 shares of common stock available under the 2023 Common stock ATM Sales Agreement.
The following tables present our equity transactions for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 (see Note 11 and Note 15 to the consolidated financial statements). ARMOUR Residential REIT, Inc.
The following tables present our equity transactions for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 (see Note 10 and Note 14 to the consolidated financial statements).
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 60 The following graphs present the notional and weighted average interest rate of our interest rate swap contracts by year of maturity. ARMOUR Residential REIT, Inc.
The following graphs present the notional and weighted average interest rate of our interest rate swap contracts by year of maturity. ARMOUR Residential REIT, Inc. Item 7.
You should not place undue reliance on forward-looking statements, which apply only as of the date of this report.
We cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this report.
We have not elected cash flow hedge accounting treatment as allowed by GAAP. Since we do not designate our derivative activities as cash flow hedges, realized as well as unrealized gains/losses from these transactions will impact our GAAP earnings.
Since we do not designate our derivative activities as cash flow hedges, realized as well as unrealized gains/losses from these transactions will impact our GAAP earnings. ARMOUR Residential REIT, Inc. Item 7.
Although we attempt to structure our derivatives to offset the changes in asset prices, the complexity of the actual and expected prepayment characteristics of the underlying mortgages as well as the volatility in mortgage interest rates relative to U.S. Treasury and interest rate swap contract rates makes achieving high levels of offset difficult.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 56 Although we attempt to structure our derivatives to offset the changes in asset prices, the complexity of the actual and expected prepayment characteristics of the underlying mortgages as well as the volatility in mortgage interest rates relative to U.S.
We have established borrowing relationships with numerous investment banking firms and other lenders, 17 and 14 of which had open repurchase agreements with us at December 31, 2024 and December 31, 2023, respectively. We had outstanding balances under our repurchase agreements, net at December 31, 2024 of $10,713,830 (net of reverse repurchase agreements of $498,250).
We have established borrowing relationships with numerous investment banking firms and other lenders, 22 and 17 of which had open repurchase agreements with us at December 31, 2025 and December 31, 2024, respectively.
Securities Portfolio Matters For the Years Ended December 31, 2024 December 31, 2023 Securities purchased using proceeds from repurchase agreements and principal repayments $ 7,271,101 $ 10,730,949 Average securities portfolio, including TBA Securities $ 11,610,751 11,451,334 Cash received from principal repayments on MBS $ 1,053,625 803,158 Net cash increase from repurchase agreements $ 1,065,848 3,184,924 Cash interest payments made on liabilities $ 686,182 607,030 Cash and cash collateral posted to counterparties provided by operating activities (1) $ 261,459 132,816 (1) The increase in cash and cash collateral posted to counterparties related to operating activities from 2023 to 2024 is related to exiting certain MBS positions.
Securities Portfolio Matters For the Years Ended December 31, 2025 December 31, 2024 Securities purchased using proceeds from repurchase agreements and principal repayments $ 10,997,325 $ 7,271,101 Average securities portfolio, including TBA Securities $ 16,047,173 11,610,751 Cash received from principal repayments on MBS $ 1,696,914 1,053,625 Net cash increase from repurchase agreements $ 7,227,966 1,065,848 Cash interest payments made on liabilities $ 735,444 686,182 Cash and cash collateral posted to counterparties provided by operating activities (1) $ 124,202 261,459 (1) The decrease in cash and cash collateral posted to counterparties provided by operating activities from 2024 to 2025 is related to the change in our derivatives.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 61 Liquidity and Capital Resources At December 31, 2024, our liquidity totaled $608,026, consisting of $67,970 of cash and cash equivalents plus $540,056 of unencumbered Agency Securities and U.S. government securities (including securities received as reverse margin collateral).
Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Liquidity and Capital Resources At December 31, 2025, our liquidity totaled $1,173,820, consisting of $63,270 of cash and cash equivalents plus $1,110,550 of unencumbered Agency Securities and U.S. Treasury Securities (including securities received as reverse margin collateral).
Both parties to the repurchase and reverse repurchase transactions have the right to make daily margin calls based on changes in the value of the collateral obtained and/or pledged. ARMOUR Residential REIT, Inc.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 58 to the repurchase and reverse repurchase transactions have the right to make daily margin calls based on changes in the value of the collateral obtained and/or pledged.
We had outstanding balances under our repurchase agreements, net at December 31, 2023 of $9,647,982 (net of reverse repurchase agreements of $353,937). We had obligations to return securities received as collateral associated with our reverse repurchase agreements as of December 31, 2024 and December 31, 2023 of $493,433 and $350,273, respectively.
We had obligations to return securities received as collateral associated with our reverse repurchase agreements as of December 31, 2025 and December 31, 2024 of $0 and $493,433, respectively.
Negative CPR can occur if payments are not made on the first of the month and the scheduled principal amount is not received. (2) Our TBA Agency Securities were recorded as derivative instruments in our accompanying consolidated financial statements.
Negative CPR can occur if payments are not made on the first of the month and the scheduled principal amount is not received. The following tables summarize our investment in securities and collateral sold as of December 31, 2025 and December 31, 2024, excluding TBA Agency Securities (see Note 7 to the consolidated financial statements).
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 64 At December 31, 2024, there was approximately $6,185 of unvested stock based compensation related to the Awards (based on a weighted grant date price of $36.38 per share), which we expect to recognize as an expense as follows: in 2025 an expense of $1,987, in 2026 an expense of $1,793, and thereafter an expense of $2,405.
At December 31, 2025, there was approximately $7,602 of unvested stock based compensation related to the Awards (based on a weighted grant date price of $23.37 per share), which we expect to recognize as an expense as follows: in 2026 an expense of $2,540, in 2027 an expense of $2,062, and thereafter an expense of $3,000.
From time to time, we purchase or sell assets for forward settlement up to 90 days in the future to lock in purchase prices or sales proceeds.
Our primary uses of cash are to purchase MBS, pay interest and principal on our borrowings, fund our operations and pay dividends. From time to time, we purchase or sell assets for forward settlement up to 90 days in the future to lock in purchase prices or sales proceeds.
The Plan authorizes the Board to grant awards including common stock, restricted shares of common stock (“RSUs”), stock options, performance shares, performance units, stock appreciation rights and other equity and cash-based awards (collectively, “Awards”), subject to terms as provided in the Plan. At December 31, 2024, there were 228 shares available for future issuance under the Plan.
The Plan authorizes the Board to grant awards including common stock, restricted shares of common stock (“RSUs”), stock options, ARMOUR Residential REIT, Inc. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 60 performance shares, performance units, stock appreciation rights and other equity and cash-based awards (collectively, “Awards”), subject to terms as provided in the Plan.
We are required to clear certain new interest rate swap contracts. Centrally-cleared interest rate swaps may have higher margin requirements than bilateral interest rate swaps. We have established an account with a futures commission merchant for this purpose.
As required by the Dodd-Frank Act, the Commodity Futures Trading Commission has adopted rules requiring certain interest rate swap contracts to be cleared through a derivatives clearing organization. We are required to clear certain new interest rate swap contracts. Centrally-cleared interest rate swaps may have higher margin requirements than bilateral interest rate swaps.
For the Years Ended Interest Swap Contracts December 31, 2024 December 31, 2023 Net Balance, beginning of period $ 870,560 $ 983,659 Net interest rate swap contract payments paid (237,688) (133,863) Interest rate swap income accrued 397,045 397,468 Interest rate swap expense accrued (168,942) (180,585) Current unrealized gains (losses) 17,435 (158,584) Gain (Loss) on early terminations 16,305 (37,535) Net Balance, end of period $ 894,715 $ 870,560 ARMOUR Residential REIT, Inc.
For the Years Ended Interest Swap Contracts December 31, 2025 December 31, 2024 Net Balance, beginning of period $ 894,715 $ 870,560 Net interest rate swap contract payments paid (203,247) (237,688) Interest rate swap income accrued 433,274 397,045 Interest rate swap expense accrued (250,397) (168,942) Current unrealized gains (losses) (368,209) 17,435 Gain on early terminations 68,378 16,305 Net Balance, end of period $ 574,514 $ 894,715 Our policies do not contain specific requirements as to the percentages or amount of interest rate risk that we are required to hedge.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 59 Our policies do not contain specific requirements as to the percentages or amount of interest rate risk that we are required to hedge. No assurance can be given that our derivatives will have the desired beneficial impact on our results of operations or financial condition.
No assurance can be given that our derivatives will have the desired beneficial impact on our results of operations or financial condition. We have not elected cash flow hedge accounting treatment as allowed by GAAP.
At December 31, 2024 and December 31, 2023, we had $2,025,000 and $1,275,000, respectively, of notional amount of centrally-cleared interest rate swap contracts. We are required to account for our TBA Agency Securities as derivatives when it is reasonably possible that we will not take or make timely physical delivery of the related securities.
We are required to account for our TBA Agency Securities as derivatives when it is reasonably possible that we will not take or make timely physical delivery of the related securities. However, from time to time, we use TBA Agency Securities primarily to effectively establish portfolio positions. See the section, "TBA Agency Securities" above.
We also had TBA Agency Securities with an aggregate notional balance of $0 and $300,000 at December 31, 2024 and December 31, 2023, respectively (see Note 8 to the consolidated financial statements). The following table details the changes in the fair value of our interest rate swap contracts for the years ended December 31, 2024 and December 31, 2023.
The following table details the changes in the fair value of our interest rate swap contracts for the years ended December 31, 2025 and December 31, 2024.
We recognized net gains related to our derivatives of $323,500, $51,748 and $810,808, respectively for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. As required by the Dodd-Frank Act, the Commodity Futures Trading Commission has adopted rules requiring certain interest rate swap contracts to be cleared through a derivatives clearing organization.
Treasury and interest rate swap contract rates makes achieving high levels of offset difficult. We recognized net (losses) gains related to our derivatives of $(285,749), $323,500 and $51,748, respectively for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.
Treasury Securities is based on obtaining a valuation for each U.S. Treasury Security from third-party pricing services and/or dealer quotes. We update our fair value estimates at the end of each business day to reflect current market dynamics.
Treasury Securities is based on obtaining a valuation for each U.S. Treasury Security from third-party pricing services and/or dealer quotes. Inflation Virtually all of our assets and liabilities are interest rate-sensitive in nature. As a result, interest rates and other factors influence our performance far more than inflation.
Removed
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ARMOUR Residential REIT, Inc. 44 You should read the following discussion and analysis of our financial condition and results of operations together with “Risk Factors,” and “Special Note Regarding Forward-Looking Statements,” that appear elsewhere in this Form 10-K.
Added
December 31, 2025 December 31, 2024 Agency Securities, Trading U.S. Treasury Securities U.S. Treasury Securities Sold Short Agency Securities, Trading U.S.
Removed
This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented under “Risk Factors” included in this Form 10-K. References to “we,” “us,” “our,” or the “Company” are to ARMOUR Residential REIT, Inc.
Added
We had outstanding balances under our repurchase agreements, net at December 31, 2025 of $17,941,796 and at December 31, 2024 of $10,713,830 (net of reverse repurchase agreements of $498,250, $447,063 of which were with BUCKLER), respectively.
Removed
(“ARMOUR”) and its subsidiaries. References to “ACM” are to ARMOUR Capital Management LP, a Delaware limited partnership. ARMOUR owns a 10.8% equity interest in BUCKLER Securities LLC ("BUCKLER"), a Delaware limited liability company and a FINRA-regulated broker-dealer, controlled by ACM. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report.
Added
We have established an account with a futures commission merchant for this purpose. At December 31, 2025, December 31, 2024 and December 31, 2023, we had $7,193,000, $2,025,000. and $1,275,000, respectively, of notional amount of centrally-cleared interest rate swap contracts.
Removed
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this report. All per share amounts, common shares outstanding and stock-based compensation amounts for all periods reflect the effect of our Reverse Stock Split.
Added
Transaction Type Completion Date Number of Shares Per Share price (1) Net Proceeds (Costs) December 31, 2025 Preferred C ATM Sales Agreement January 22, 2025 - December 31, 2025 201 $ 20.50 $ 4,118 August 2025 Public Offering August 5, 2025 18,500 $ 16.14 $ 298,502 2023 Common stock ATM Sales Agreement January 2, 2025 - July 30, 2025 32,290 $ 17.82 $ 575,554 ARMOUR Residential REIT, Inc.
Removed
U.S. dollar amounts are presented in thousands, except per share amounts or as otherwise noted. Overview We are a Maryland corporation managed by ACM, an investment advisor registered with the SEC (see Note 9 and Note 15 to the consolidated financial statements). We have elected to be taxed as a REIT under the Code.
Added
At December 31, 2025, there were 3 shares available for future issuance under the Plan.
Removed
We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code and our manner of operations enables us to meet the requirements for taxation as a REIT for federal income tax purposes. ARMOUR brings private capital into the mortgage markets to support home ownership for a broad and diverse spectrum of Americans.
Added
Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.
Removed
We seek to create stockholder value through thoughtful investment and risk management of a leveraged and diversified portfolio of MBS.
Added
Government; • availability of suitable investment opportunities; • the degree and nature of our competition, including competition for MBS; • changes in our business and investment strategy; ARMOUR Residential REIT, Inc. Item 7.
Removed
We rely on the decades of experience of our management team for (i) MBS securities portfolio analysis and selection, (ii) access to equity capital and repurchase financing on potentially attractive rates and terms, and (iii) hedging and liquidity strategies to moderate interest rate and MBS price risk.
Removed
We prioritize maintaining common share dividends appropriate for the intermediate term rather than focusing on short-term market fluctuations. We are deeply committed to implementing sustainable environmental, responsible social, and prudent governance practices that improve our work and our world. We strive to contribute to a healthy, sustainable environment by utilizing resources efficiently.
Removed
As an organization, we create a relatively small environmental footprint. Still, we are focused on minimizing the environmental impact of our business where possible. At December 31, 2024 and December 31, 2023, we invested in MBS, issued or guaranteed by a U.S. GSE, such as Fannie Mae, Freddie Mac, or a government agency such as Ginnie Mae (collectively, Agency Securities).
Removed
Our Agency Securities consist primarily of fixed rate loans. From time to time we have also invested in U.S. Treasury Securities and money market instruments. We earn returns on the spread between the yield on our assets and our costs, including the interest cost of the funds we borrow, after giving effect to our hedges.
Removed
We identify and acquire MBS, finance our acquisitions with borrowings under a series of short-term repurchase agreements and then hedge certain risks based on our entire portfolio of assets and liabilities and our management’s view of the market. ARMOUR Residential REIT, Inc.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 45 Factors that Affect our Results of Operations and Financial Condition Our results of operations and financial condition are affected by various factors, many of which are beyond our control, including, among other things, our net interest income, the market value of our assets and the supply of and demand for such assets.
Removed
Recent events, such as those discussed below, can affect our business in ways that are difficult to predict and may produce results outside of typical operating variances. Our net interest income varies primarily as a result of changes in interest rates, borrowing costs and prepayment speeds, the behavior of which involves various risks and uncertainties.
Removed
We currently invest primarily in Agency Securities, for which the principal and interest payments are guaranteed by a GSE or other government agency. From time to time, we also invest in U.S. Treasury Securities and money market instruments subject to certain income tests we must satisfy for our qualification as a REIT.
Removed
We expect our investments to be subject to risks arising from prepayments resulting from existing home sales, financings, delinquencies and foreclosures. We are exposed to changing mortgage spreads, which could result in declines in the fair value of our investments.
Removed
Our asset selection, financing and hedging strategies are designed to work together to generate current net interest income while moderating our exposure to market volatility. Interest Rates Changes in interest rates, particularly short-term interest rates, may significantly influence our net interest income.
Removed
With the maturities of our assets, generally of a longer term than those of our liabilities, interest rate increases will tend to decrease our net interest income and the market value of our assets (and therefore our book value). Such rate increases could possibly result in operating losses or adversely affect our ability to make distributions to our stockholders.
Removed
Our operating results depend, in large part, upon our ability to manage interest rate risks effectively while maintaining our status as a REIT.
Removed
While we use strategies to economically hedge some of our interest rate risk, we do not hedge all of our exposure to changes in interest rates and prepayment rates, as there are practical limitations on our ability to insulate our securities portfolio from all potential negative consequences associated with changes in short-term interest rates in a manner that will allow us to seek attractive net spreads on our securities portfolio.
Removed
For GAAP purposes, all changes in the fair value of our derivatives currently flow through earnings. Changes in the fair value of our legacy Agency MBS portfolio, that was designated as available for sale historically, were recognized in other comprehensive income (loss).
Removed
Therefore, historical earnings reported in accordance with GAAP have fluctuated even in situations where our derivatives were operating as intended. Currently, all of our Agency MBS portfolio is designated as trading securities and changes in the fair values of our derivatives and Agency MBS flow through earnings together.
Removed
Accordingly, our results of operations will not be subject to the additional fluctuations caused by the previous differences in mark-to-market accounting treatments. Comparisons with companies that use hedge accounting for all or part of their derivative activities may not be meaningful.
Removed
Prepayment Rates Prepayments on MBS and the underlying mortgage loans may be influenced by changes in market interest rates and a variety of economic and geographic factors, policy decisions by regulators, as well as other factors beyond our control.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+0 added0 removed28 unchanged
Biggest changePercentage Change in Projected Change in Interest Rates Net Interest Income Portfolio Including Derivatives Stockholder's Equity December 31, 2024 1.00% (4.92)% (0.98)% (9.16)% 0.50% (2.50)% (0.42)% (3.89)% (0.50)% 2.67% 0.18% 1.65% (1.00)% 5.58% 0.03% 0.28% December 31, 2023 1.00% (5.93)% (1.24)% (11.57)% 0.50% (2.96)% (0.50)% (4.64)% (0.50)% 2.95% 0.20% 1.83% (1.00)% 5.89% 0.07% 0.61% While the tables above reflect the estimated immediate impact of interest rate increases and decreases on a static securities portfolio, we rebalance our securities portfolio from time to time either to seek to take advantage of or reduce the impact of changes in interest rates.
Biggest changePercentage Change in Projected Change in Interest Rates Net Interest Income Portfolio Including Derivatives Stockholder's Equity December 31, 2025 1.00% (6.31)% (0.99)% (8.98)% 0.50% (3.25)% (0.38)% (3.44)% (0.50)% 3.55% (0.05)% (0.41)% (1.00)% 7.46% (0.59)% (5.36)% December 31, 2024 1.00% (4.92)% (0.98)% (9.16)% 0.50% (2.50)% (0.42)% (3.89)% (0.50)% 2.67% 0.18% 1.65% (1.00)% 5.58% 0.03% 0.28% While the tables above reflect the estimated immediate impact of interest rate increases and decreases on a static securities portfolio, we rebalance our securities portfolio from time to time either to seek to take advantage of or reduce the impact of changes in interest rates.
Actual interest rate movements over time will likely be different, and such differences may be material. When evaluating the impact of changes in interest rates, prepayment assumptions and principal reinvestment rates are adjusted based on ACM’s expectations. Interest rates for interest rate swaps ARMOUR Residential REIT, Inc. Market Risk Disclosures (continued) 70 and repurchase agreements are assumed to remain positive.
Actual interest rate movements over time will likely be different, and such differences may be material. When evaluating the impact of changes in interest rates, prepayment assumptions and principal reinvestment rates are adjusted based on ACM’s expectations. Interest rates for interest rate swaps ARMOUR Residential REIT, Inc. Market Risk Disclosures (continued) 66 and repurchase agreements are assumed to remain positive.
A decline in the value of the MBS pledged as collateral for borrowings under repurchase agreements could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels. ARMOUR Residential REIT, Inc. Market Risk Disclosures (continued) 72 Operational Risk We rely on our financial, accounting and other data processing systems.
A decline in the value of the MBS pledged as collateral for borrowings under repurchase agreements could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels. ARMOUR Residential REIT, Inc. Market Risk Disclosures (continued) 68 Operational Risk We rely on our financial, accounting and other data processing systems.
The sensitivity analysis tables presented below reflect the estimated impact of an instantaneous parallel shift in the yield curve, up and down 50 and 100 basis points, on the market value of our interest rate-sensitive investments and net interest income, at December 31, 2024 and December 31, 2023. It assumes that the mortgage spread on our MBS remains constant.
The sensitivity analysis tables presented below reflect the estimated impact of an instantaneous parallel shift in the yield curve, up and down 50 and 100 basis points, on the market value of our interest rate-sensitive investments and net interest income, at December 31, 2025 and December 31, 2024. It assumes that the mortgage spread on our MBS remains constant.
Furthermore, if our lenders are unwilling or unable to provide additional financing, we could be forced to sell our MBS at an inopportune time when prices are depressed. The table below quantifies the estimated changes in the fair value of our securities portfolio and in our stockholders' equity as of December 31, 2024 and December 31, 2023.
Furthermore, if our lenders are unwilling or unable to provide additional financing, we could be forced to sell our MBS at an inopportune time when prices are depressed. The table below quantifies the estimated changes in the fair value of our securities portfolio and in our stockholders' equity as of December 31, 2025 and December 31, 2024.
Market Risk Disclosures (continued) 71 December 31, 2024 December 31, 2023 Percentage Change in Projected Percentage Change in Projected Change in MBS spread Portfolio Value Stockholders' Equity Portfolio Value Stockholders' Equity +25 BPS (1.31)% (11.96)% (1.14)% (10.29)% +10 BPS (0.52)% (4.78)% (0.46)% (4.12)% -10 BPS 0.52% 4.78% 0.46% 4.12% -25 BPS 1.31% 11.96% 1.14% 10.29% Prepayment Risk As we receive payments of principal on our MBS, premiums paid on such securities are amortized against interest income and discounts are accreted to interest income as realized.
Market Risk Disclosures (continued) 67 December 31, 2025 December 31, 2024 Percentage Change in Projected Percentage Change in Projected Change in MBS spread Portfolio Value Stockholders' Equity Portfolio Value Stockholders' Equity +25 BPS (1.16)% (10.24)% (1.31)% (11.96)% +10 BPS (0.46)% (4.10)% (0.52)% (4.78)% -10 BPS 0.46% 4.10% 0.52% 4.78% -25 BPS 1.16% 10.24% 1.31% 11.96% Prepayment Risk As we receive payments of principal on our MBS, premiums paid on such securities are amortized against interest income and discounts are accreted to interest income as realized.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ARMOUR Residential REIT, Inc. 69 We seek to create stockholder value through thoughtful investment and risk management of a leveraged and diversified portfolio of MBS.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 65 We seek to create stockholder value through thoughtful investment and risk management of a leveraged and diversified portfolio of MBS.
ACM has established an Information Technology Steering Committee (the "ITSC") to help mitigate technology risks including cybersecurity. One of the roles of the ITSC is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, oversee the Company’s Cybersecurity Policies, including an incident response plan. and engage third parties to conduct periodic penetration testing.
One of the roles of the ITSC is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, oversee the Company’s Cybersecurity Policies, including an incident response plan, and engage third parties to conduct periodic penetration testing.
It is difficult to determine what, if any, negative impact may directly result from any specific interruption or cyber-attacks or security breaches of our networks or systems (or the networks or systems of third parties that facilitate our business activities) or any failure to maintain performance.
It is difficult to determine what, if any, negative impact may directly result from any specific interruption or cyber-attacks or security breaches of our networks or systems (or the networks or systems of third parties that facilitate our business activities) or any failure to maintain performance. ACM has established an ITSC to help mitigate technology risks including cybersecurity.

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