Armour Residential REIT, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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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.
Dec 31, 2025 · Filed Mar 19, 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 Registrantx
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 2026 annual meeting of stockholders. We will hold the meeting on Thursday, April 30, 2026, virtually beginning at 8:00 a.m. (EDT). You or your proxy holder may participate and vote virtually, by visitingwww.virtualshareholdermeeting.com/ARR2026 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 2025 annual report will be made accessible via the Internet on the Company’s website atwww.armourreit.com and atwww.virtualshareholdermeeting.com/ARR2026, or mailed, if requested, on or about March 19, 2026.
We look forward to the opportunity to interact with stockholders at the 2026 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 APRIL 30, 2026 | 1 |
|---|---|
| NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS | 2 |
| ACCESS TO THE 2026 ANNUAL MEETING | 3 |
| PROXY STATEMENT | 4 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 8 |
| ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE INFORMATION | 13 |
| ARMOUR’S EXECUTIVE OFFICERS | 26 |
| EXECUTIVE OFFICER COMPENSATION | 26 |
| COMPENSATION COMMITTEE REPORT | 44 |
| SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 45 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 47 |
| PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS | 51 |
| AUDIT COMMITTEE REPORT | 53 |
| PROPOSAL 3 - ADVISORY (NON-BINDING) VOTE APPROVING ARMOUR’S 2025 EXECUTIVE COMPENSATION | 54 |
| PROPOSAL 4 - ADVISORY (NON-BINDING) VOTE APPROVING FREQUENCY OF STOCKHOLDER ADVISORY VOTES RELATING TO STOCK COMPENSATION | 55 |
| PROPOSAL 5 - APPROVAL OF ARMOUR'S FOURTH AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN | 56 |
| DELINQUENT SECTION 16(A) REPORTS | 62 |
| STOCKHOLDER PROPOSAL DEADLINE | 62 |
| HOUSEHOLDING | 62 |
| OTHER MATTERS | 63 |
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