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Armour Residential REIT Inc

For the period ended Apr 19, 2024. Filed Apr 19, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 19, 2024 · Filed Apr 19, 2024

ARR$12.60+0.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ARMOUR RESIDENTIAL REIT, INC.

Telephone: (772) 617-4340

Dear Stockholder:

ARMOUR Residential REIT, Inc., cordially invites you to attend the 2024 annual meeting of stockholders. We will hold the meeting on Friday, May 31, 2024, virtually beginning at 8:00 a.m. (EDT). You or your proxy holder may participate and vote virtually, by visitingwww.virtualshareholdermeeting.com/ARR2024 and entering the control number on the proxy card or notice of the meeting you received. You are not required to register before the meeting starts. We hope that you will be able to participate. Your feedback and your vote are very important to us.

Whether or not you plan to participate in the meeting, your shares should be represented and voted. After reading the accompanying proxy statement, please vote your shares as soon as possible. Stockholders may vote by Internet, by phone, or by completing and mailing a proxy card if one has been requested. Stockholders may also vote on the annual meeting website during the meeting, as further explained in the proxy statement. Submitting a vote before the meeting will not preclude you from updating your vote on-line during the virtual meeting. In addition, this proxy statement, the notice of annual meeting, the proxy card and our 2023 annual report will be made accessible via the Internet on the Company’s website atwww.armourreit.com and atwww.virtualshareholdermeeting.com/ARR2024, or mailed, if requested, on or about April 19, 2024.

We look forward to the opportunity to interact with stockholders at the 2024 annual meeting.

On behalf of our Board of Directors, I extend our appreciation for your continued support.

Sincerely,

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ON MAY 31, 20241
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS2
ACCESS TO THE 2024 ANNUAL MEETING3
PROXY STATEMENT4
PROPOSAL 1 - ELECTION OF DIRECTORS7
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE INFORMATION12
ARMOUR’S EXECUTIVE OFFICERS26
EXECUTIVE OFFICER COMPENSATION28
COMPENSATION COMMITTEE REPORT44
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS47
PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS51
AUDIT COMMITTEE REPORT53
PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE APPROVING ARMOUR’S 2023 EXECUTIVE COMPENSATION54
STOCKHOLDER PROPOSAL DEADLINE55
HOUSEHOLDING55
OTHER MATTERS56

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.