8-K 1 arr8-kforincreasedstockrep.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-K
______________
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  June 4, 2019
 
ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
001-34766
26-1908763
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
3001 Ocean Drive, Suite 201
Vero Beach, Florida
 
32963
(Address of Principal Executive Offices)
 
(Zip Code)

(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)

n/a
(Former Name or Former Address, if Changed Since Last Report)

Title of Each Class
 
Trading symbols
 
Name of Exchange on which registered
Preferred Stock, 8.250% Series A Cumulative Redeemable
 
ARR-PA
 
New York Stock Exchange 
Preferred Stock, 7.875% Series B Cumulative Redeemable
 
ARR-PB
 
New York Stock Exchange 
Common Stock, $0.001 par value
 
ARR
 
New York Stock Exchange 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).        

Emerging growth company o
 
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o




Item 8.01.
Other Events.
 
On June 4, 2019, ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) announced that its board of directors has authorized an increase to its existing stock repurchase program of up to an aggregate of 9,000,000 shares of the Company’s outstanding common stock, par value $0.001 per share. The Company’s previous 9,000,000 repurchase authorization was established in July 2015. Under that authorization, the Company has repurchased approximately 7,376,000 shares of common stock, including open market purchases of 250,000 shares since May 30, 2019.

Under the stock repurchase program, the shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to a trading plan separately adopted in the future, or by other means, in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including, but not limited to, the market price of ARMOUR’s stock, general market and economic conditions, and applicable legal requirements.
  
A copy of ARMOUR's press release announcing the authorized increase to its stock repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
  
  




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: June 4, 2019
 
 
ARMOUR RESIDENTIAL REIT, INC.
 
 
 
 
 
 
By:
/s/ James R. Mountain
 
 
Name:
James R. Mountain
 
 
Title:
Chief Financial Officer