arr-20260319

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

ARMOUR Residential REIT, Inc.
(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.
3001 Ocean Drive, Suite 201
Vero Beach, Florida 32963
Telephone: (772) 617-4340

March 19, 2026

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 visiting www.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 at www.armourreit.com and at www.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,

Scott J. Ulm

Chief Executive Officer and Vice Chairman

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ON APRIL 30, 2026

The annual meeting of stockholders of ARMOUR Residential REIT, Inc. (“ARMOUR”) will be held on Thursday, April 30, 2026 at 8:00 a.m. (EDT) by means of a live audio webcast, for the purpose of considering and acting on the following proposals:

(1)To elect eight (8) directors to ARMOUR’s Board of Directors until our 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

(2)To ratify the appointment of Deloitte & Touche LLP as ARMOUR’s independent registered certified public accountants for fiscal year 2026;

(3)To approve, by a non-binding advisory vote, ARMOUR’s 2025 executive compensation;

(4)To approve, by non-binding advisory vote, the frequency of stockholder advisory votes relating to ARMOUR's executive compensation;

(5)To approve ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan, a copy of which is attached to this proxy statement as Appendix A, and referred to as the "Fourth Amended Plan"; and

(6)To transact any other business as may properly come before the annual meeting or any adjournments or postponements of the meeting.

Only holders of ARMOUR’s common stock of record at the close of business on March 6, 2026, the record date and time fixed by ARMOUR’s Board of Directors, are entitled to notice of and to vote at the annual meeting. Additional information regarding the proposals to be acted on at the annual meeting can be found in the accompanying proxy statement.

Our Board of Directors unanimously recommends that you vote your shares “FOR” proposals 1, 2, 3 and 5 and "ONE (1) YEAR" for proposal 4.

By Order of the Board of Directors,

Scott J. Ulm

Chief Executive Officer and Vice Chairman

March 19, 2026

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with the rules of the Securities and Exchange Commission, we are furnishing our proxy materials, including this proxy statement and our 2025 annual report, to our stockholders via the Internet. During the week of March 19, 2026, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how to access our proxy materials on the Internet. The Notice of Internet Availability also contains instructions on how to vote. Other stockholders, in accordance with their prior requests, will receive an email with instructions on how to access our proxy materials and vote, or will be mailed paper copies of our proxy materials and a proxy card or voting form. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice of Internet Availability.

Important Notice Regarding the Availability of Proxy Materials

for the ARMOUR Annual Meeting of Stockholders to be held on April 30, 2026

This proxy statement and our 2025 annual report are available online at www.virtualshareholdermeeting.com/ARR2026 and www.armourreit.com.

ACCESS TO THE 2026 ANNUAL MEETING

The meeting will be held virtually over the Internet by means of a live audio webcast. Only stockholders who owned common stock as of the close of business on March 6, 2026 will be entitled to attend the meeting. Any stockholder wishing to attend the annual meeting regardless of whether such stockholder’s shares are registered in such stockholder’s name with ARMOUR’s transfer agent, Continental Stock Transfer & Trust Company, or such stockholder’s shares are held in a stock brokerage account or by a bank or other holder of record, may attend virtually by visiting www.virtualshareholdermeeting.com/ARR2026 and entering the control number on such stockholder's proxy card or notice of the meeting. Stockholders are not required to register before the meeting starts.

Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the live audio webcast. However, in order to maintain the interactive nature of the virtual meeting, virtual attendees are able to:

•Vote using the online meeting website; and

•Submit written questions or comments to the Company’s officers during the meeting via the live audio webcast by typing in the field provided on the annual meeting website.

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of ARMOUR Residential REIT, Inc. (the “Board” or the “Board of Directors”) for the 2026 annual meeting of stockholders to be held by means of a live audio webcast on Thursday, April 30, 2026, at 8:00 a.m. (EDT) (the “annual meeting”). In this 2026 proxy statement (the “proxy statement”), except where the context suggests otherwise, references to “we,” “us,” “ARMOUR” or the “Company” are to ARMOUR Residential REIT, Inc. and its subsidiaries.

Questions and Answers about Proxy Materials, the Annual Meeting and Voting Your Common Shares

Why am I receiving these materials?

The Board has made these proxy materials available to you on the Internet, or has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at the annual meeting. As a stockholder, you are invited to participate in the annual meeting and are requested to vote on the proposals described in this proxy statement. This proxy statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our 2025 annual report to our stockholders, by providing access to such documents over the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials. Instead, the Notice of Internet Availability, which was mailed to certain of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice of Internet Availability.

Who is entitled to vote?

Each holder of record of ARMOUR common stock as of the close of business on March 6, 2026, the record date for the annual meeting, is entitled to participate in and vote at the annual meeting.

How many votes do I have?

Every holder of a share of common stock on the record date will be entitled to one vote per share for each director to be elected at the annual meeting and to one vote per share on each other matter presented at the annual meeting. As of the close of business on March 6, 2026, the record date for the annual meeting, there were 122,767,466 shares of common stock outstanding and entitled to vote at the annual meeting.

What proposals are being presented at the annual meeting?

ARMOUR intends to present proposals numbered 1, 2, 3, 4 and 5 for stockholder consideration and voting at the annual meeting. These proposals are for:

(1)Election of eight (8) members of ARMOUR’s Board of Directors until our 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

(2)Ratification of the appointment of Deloitte & Touche LLP (“Deloitte”) as ARMOUR’s independent registered certified public accountants for fiscal year 2026;

(3)Approval, by a non-binding advisory vote, of ARMOUR’s 2025 executive compensation.

(4)To approve, by non-binding advisory vote, the frequency of stockholder advisory votes relating to ARMOUR's executive compensation; and

(5)Approval of the Fourth Amended Plan.

Other than the matters set forth in this proxy statement and matters incident to the conduct of the annual meeting, we do not know of any business or proposals to be considered at the annual meeting. If any other business is proposed and properly presented at the annual meeting, the proxies received from our stockholders give the proxy holders the authority to vote on such matter in their discretion.

How does the Board recommend that I vote?

The Board unanimously recommends that you vote your shares:

(1)“FOR” the election of each of the eight (8) nominees as directors;

(2)“FOR” the ratification of the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for fiscal year 2026;

(3)“FOR” the approval, by a non-binding advisory vote, of ARMOUR’s 2025 executive compensation.

(4)"ONE (1) YEAR" with respect to the frequency of future stockholder advisory votes on executive compensation; and

(5)"FOR" the approval of the Fourth Amended Plan.

How do I gain access to the annual meeting?

All stockholders are invited to participate in the annual meeting. Only stockholders who owned common stock as of the close of business on March 6, 2026 will be entitled to attend the annual meeting. Any stockholder wishing to attend the annual meeting regardless of whether such stockholder’s shares are registered in such stockholder’s name with ARMOUR’s transfer agent, Continental Stock Transfer & Trust Company, or such stockholder’s shares are held in a stock brokerage account or by a bank or other holder of record, may attend virtually by visiting www.virtualshareholdermeeting.com/ARR2026 and entering the control number on such stockholder's proxy card or notice of the meeting. Stockholders are not required to register before the meeting starts. The annual meeting will begin at 8:00 a.m. (EDT).

•Vote using the online meeting website; and

•Submit written questions or comments to the Company’s officers during the meeting via the live audio webcast by typing in the field provided on the annual meeting website.

What is a proxy?

A “proxy” allows someone else (the “proxy holder”) to vote your shares on your behalf. Our Board of Directors is asking you to allow Scott J. Ulm to vote your shares at the annual meeting.

How do I vote?

If your ARMOUR shares are registered in your name you may vote your shares by Internet or telephone, as set forth in the proxy card, or by completing and returning the proxy card you received. If you hold your common stock in an account with a bank or broker (i.e. in “street name”), you may vote by following the instructions on the voting instruction card provided to you by your bank or broker. You or your proxy holder will also be able to vote virtually during the annual meeting by visiting www.virtualshareholdermeeting.com/ARR2026 and using the control number on the proxy card or voting instruction card you received.

May I change or revoke my vote?

Yes. You may change your vote in one of several ways at any time before your proxy is exercised:

•Vote again via the Internet or by telephone before the annual meeting;

•If you are a holder of record, or a beneficial owner with a proxy from the holder of record, vote virtually at the annual meeting by visiting www.virtualshareholdermeeting.com/ARR2026 and entering the control number on the proxy card or notice of the meeting you received;

•Submit another proxy card if requested (or voting instruction card if received) with a date later than your previously delivered proxy card (or voting instruction card) before the annual meeting; or

•Notify Scott J. Ulm in writing at: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, before the annual meeting that you are revoking your proxy or, if you hold your shares in “street name,” follow the instructions on the voting instruction card.

What is a quorum?

A quorum is necessary to hold a valid meeting. The presence, in person or by proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum for the conduct of business.

What vote is required in order to approve each proposal?

For Proposal 1: Election of Directors, the affirmative vote of the holders of common stock having a majority of the votes cast on such proposal at the annual meeting is required. See “Environmental, Social and Corporate Governance Information - Corporate Governance - Majority Voting for Directors and Director Resignation Policy.” For Proposal 2: Ratification of the Appointment of Independent Registered Certified Public Accountants, the affirmative vote of the holders of common stock having a majority of the votes cast on such proposal at the annual meeting is required. For Proposal 3: Advisory (Non-Binding) Vote Approving Executive Compensation, the affirmative vote of the holders of common stock having a majority of the votes cast on such proposal at the annual meeting is required. For Proposal 4: Advisory Vote on Frequency of Future Stockholder Advisory Votes Relating to ARMOUR's Executive Compensation, the frequency of the advisory vote on executive compensation receiving the greatest number of votes (every one (1), two (2), or three (3) years) will be considered the frequency recommended by stockholders. For Proposal 5: Vote to Approve the Fourth Amended Plan, the affirmative vote of the holders of common stock having a majority of the votes cast on such proposal at the annual meeting is required.

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange (the “NYSE”), a broker does not have the discretion to vote on Proposal 1 - Election of Directors, Proposal 3 - Advisory (Non-Binding) Vote Approving Executive Compensation, Proposal 4 - Advisory (Non-Binding) Vote on Frequency of Future Stockholder Advisory Votes Relating to Executive Compensation or Proposal 5 - Vote to Approve the Fourth Amended Plan. As a result, no broker will have the discretion to vote on Proposal 1, Proposal 3, Proposal 4 or Proposal 5, but will have the discretion to vote on Proposal 2. Accordingly, all stockholders are encouraged to vote their shares on all proposals.

Accordingly, for Proposals 1, 3, 4 and 5 above, shares of common stock that are represented by broker non-votes are not included in the determination of the common stock voting on such matter and will not have an effect on the votes, but are counted for quorum purposes. For Proposal 2 above, shares of common stock which are represented by broker non-votes are included in the determination of the common stock voting on such matter and are counted for quorum purposes. For all five Proposals above, shares which abstain from voting on any matter are counted for quorum purposes.

Who will bear the cost of soliciting proxies?

The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail and the Internet, solicitations may also be made by telephone, telegram, facsimile, email or in person by directors, officers or other personnel of the Company, who will receive no additional compensation for such services.

PROPOSAL 1 - ELECTION OF DIRECTORS

Director Nominees

ARMOUR’s Board of Directors is currently comprised of eight (8) members. The eight (8) nominees are listed below. All eight nominees are presently directors of ARMOUR.

If instructed, the proxies indicated in the voting form or proxy card will vote for the election of the nominees named below to serve for the ensuing year and until their successors are elected and qualified. If any nominee for director shall become unavailable (which management has no reason to believe will be the case), it is intended that the shares represented by the enclosed proxy card will be voted for any such replacement or substitute nominee as may be nominated by our Board.


Director Nominees	Age	Director Since	Current Positions
Scott J. Ulm	67	2009	Chief Executive Officer and Vice Chairman
Daniel C. Staton	73	2009	Non-Executive Chairman
Marc H. Bell	58	2009	Director
Z. Jamie Behar	68	2019	Independent Director
Carolyn Downey	76	2013	Independent Director
Robert C. Hain	72	2009	Independent Director
John P. Hollihan, III	76	2009	Independent Director
Stewart J. Paperin	78	2009	Independent Director

The following is a brief biographical statement for each director nominee:

Scott J. Ulm is the Chief Executive Officer and Vice Chairman. Mr. Ulm was the Co-Chief Executive Officer, Co-Vice Chairman and Head of Risk Management of ARMOUR from November 2009 until March 2024. Mr. Ulm was the Chief Investment Officer until March 2018. Mr. Ulm has been involved in the management of our external manager since March 2008, as a managing member of one of the entities that acts as a general partner of ARMOUR Capital Management LP, our current external manager (“ACM”), since December 2014 and as a Co-Managing Member of ARMOUR Residential Management, LLC (“ARRM”), the predecessor to ACM, from March 2008 to December 2014. Mr. Ulm has also served as a Director, Co-Chief Executive Officer, Co-Vice Chairman, Chief Investment Officer and Head of Risk Management of JAVELIN Mortgage Investment Corp. (“JAVELIN" and former NYSE "JMI") from June 2012 through April 2016. Mr. Ulm also serves as Chairman of the Board and Head of Corporate Finance for BUCKLER Securities LLC (“BUCKLER”), an affiliate of ACM that operates as a broker-dealer registered with the Financial Industry Regulatory Authority ("FINRA") and provides trading and investment banking services to ARMOUR and other financial entities and since 2016, has directly or indirectly owned a minority equity interest in BUCKLER. From 2005 to 2009, Mr. Ulm was Chief Executive Officer of Litchfield Capital Holdings. From 1986 to 2005, he held a variety of senior positions at Credit Suisse both in New York and London, including Global Head of Asset-Backed Securities, Head of United States and European Debt Capital Markets and the Global Co-Head of Collateralized Debt Obligations, both cash and synthetic. At Credit Suisse, he was a member of the Fixed Income Operating Committee and the European Investment Banking Operating Committee. Mr. Ulm holds a B.A. summa cum laude from Amherst College, an M.B.A. from the Yale School of Management and a J.D. degree from Yale Law School.

As a result of Mr. Ulm’s 30 plus years of experience in structured finance and debt capital markets, including mortgage-backed securities, he is able to provide valuable business, leadership, and management advice to our Board of Directors in many critical areas.

Daniel C. Staton has been the Non-Executive Chairman of ARMOUR since November 2009 and was the President, Chief Executive Officer and Director of Enterprise Acquisition Corp., a blank check company formed for

the purpose of acquiring an operating business (“Enterprise”), from its inception in 2007 until its merger with ARMOUR in November 2009. Mr. Staton was also the Non-Executive Chairman of JAVELIN from June 2012 until April 2016. Since January 2015, Mr. Staton has directly or indirectly owned a minority limited partnership interest in ACM and since 2016, has directly or indirectly owned a minority equity interest in BUCKLER. Mr. Staton has almost 20 years of experience sourcing private equity and venture capital investments. From October of 2018 to December 2023, Mr. Staton was on the board of Shurgard Self Storage Ltd., a publicly listed company on the Belgium Stock Exchange, headquartered in Guernsey with operations in seven European countries. Mr. Staton also served as Chairman of the Board of Storage Realty Trust from 1997 to 1999, when he led its merger with Public Storage (NYSE: PSA), where he served as a Director until he retired from the Board on December 31, 2020, and as Vice Chairman and Director of Terran Orbital Corporation (NYSE: LLAP), an aerospace company that designs and manufactures nanosatellites for the United States government and military (“Terran Orbital”), from July 2014 until October 2024 when Terran Orbital was acquired by Lockheed Martin. Since February 2003, Mr. Staton has been Managing Director of the private equity firm, Staton Capital LLC. Between 1997 and 2007, he was President of The Walnut Group, a private investment firm, where he served as initial investor and Director of Build-A-Bear Workshop, the initial investor in Deal$: Nothing Over a Dollar (until its sale to Supervalu Inc.), and Director of Skylight Financial. Prior to The Walnut Group, Mr. Staton was General Manager and Partner of Duke Associates from 1981 until its initial public offering in 1993, and then served as Chief Operating Officer and Director of Duke Realty Investments, Inc. (NYSE: DRE) until 1997. Mr. Staton supplements his professional network by co-producing and investing in numerous Broadway musicals as well as with relationships with not-for-profit organizations. Mr. Staton majored in Finance at the University of Missouri and holds a B.S. degree in Specialized Business from Ohio University and a B.S. degree in Business (Management) from California Coast University.

Mr. Staton has extensive experience serving on the boards of directors of private and public companies and sourcing private equity and venture capital investments and brings significant corporate governance expertise to our Board of Directors.

Marc H. Bell has been a director of ARMOUR since November 2009 and was the Chairman of the Board of Directors and Treasurer of Enterprise from its inception in 2007 until its merger with ARMOUR in November 2009. From November 2009 through August 2013, Mr. Bell served as ARMOUR’s Co-Founder, Co-Chairman of the Board of Directors, and Chief Strategy Officer. Mr. Bell was also a director of JAVELIN from June 2012 until April 2016. Since January 2015, Mr. Bell has directly or indirectly owned a minority limited partnership interest in ACM and since 2016, has directly or indirectly owned a minority equity interest in BUCKLER. He was a co-founder and served as the Chairman of Terran Orbital from July 2014 to October 2024 when Terran Orbital was acquired by Lockheed Martin. Mr. Bell also served as Terran Orbital’s Chief Executive Officer since March 2021 until its sale in October 2024. In September 2000, Mr. Bell founded and has since served as managing partner of Marc Bell Capital Partners, LLC, an investment firm. Mr. Bell was the founder and President of Globix Corporation, a full-service commercial Internet Service Provider. Mr. Bell served as Chairman of the Board of Globix Corporation from 1998 to 2003 and Chief Executive Officer from 1998 to 2001. Mr. Bell was also a member of the Board of Directors of EDGAR Online, Inc. (NASDAQ: EDGR), an Internet-based provider of filings made by public companies with the SEC, from 1998 to 2000. Mr. Bell has also produced Broadway shows, winning three Tony Awards (Jersey Boys, August: Osage County and Stereophonic) and two Drama Desk Awards. Mr. Bell is a member of the Board of Trustees of New York University. Mr. Bell holds a B.S. degree in Accounting from Babson College and an M.S. degree in Real Estate Development and Investment from New York University.

Mr. Bell’s experience as managing director of an investment firm, as well as serving on the boards of directors of several public companies, allows him to provide valuable business, leadership, and management advice to our Board of Directors in many critical areas.

Z. Jamie Behar has been a director of ARMOUR since July 2019. From 2005 to 2015, Ms. Behar was Managing Director, Real Estate & Alternative Investments, for GM Investment Management Corporation (GMIMCo), having previously served as Portfolio Manager at the company for 19 years. Ms. Behar was responsible for the management of approximately $12 billion at peak portfolio value of primarily private market and publicly traded real estate on behalf of both General Motors Company and other unaffiliated clients. She has served on numerous boards within the real estate sector and she brings this investment, real estate and financial expertise to

the ARMOUR Board. Ms. Behar currently serves on the Boards of Directors of Shurgard Self Storage Ltd. (EBR: SHUR), Sila Realty Trust (NYSE: SILA) and Benefit Street Partners Multifamily Trust, a non-traded multifamily REIT, and as an independent member of the CBRE Investment Management - Indirect Investment Committee. Ms. Behar is a member of the Real Estate Investment Advisory Council of the National Association of Real Estate Investment Trusts (Nareit), and serves as co-chair of the PREA Governance Committee. Ms. Behar previously served on the boards of directors of Sunstone Hotel Investors, Gramercy Property Trust, Forest City Realty Trust, the Broadstone Real Estate Access Fund, Desarrolladora Homex, SAB de CV and Hospitality Europe, B.V. as well as on the Board of Directors of the Pension Real Estate Association (PREA), having held the position of Board Chair of PREA from March 2010 to March 2011. Ms. Behar holds a B.S. in Economics (magna cum laude) from The Wharton School, University of Pennsylvania, and an M.B.A. from Columbia University Graduate School of Business. Ms. Behar is a Chartered Financial Analyst (CFA) charterholder. In December 2018, Ms. Behar was the recipient of Nareit’s E. Lawrence Miller Industry Achievement Award for her contributions to the REIT industry.

Ms. Behar’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, and allow her to provide significant expertise in accounting and financial matters and in analyzing and evaluating financial statements.

Carolyn Downey has been a director of ARMOUR since September 2013. Ms. Downey has nearly 30 years of institutional capital markets experience working with leading institutions in global finance. From 1989 through 2007, Ms. Downey held various executive positions at, including as a Managing Director of, RBS Greenwich Capital, a fixed-income sales, trading and finance firm serving institutional clients, and a U.S. Government securities primary dealer. At RBS Greenwich Capital, Ms. Downey was responsible for relationships with real-estate investment trusts, financial institutions, hedge funds, investment managers and proprietary trading desks, participated in structuring and distribution of net interest margin securities, commercial mortgage securities and collateralized mortgage obligations, and advised on hedging strategies using derivative products and synthetic swaps. Prior to her time at RBS Greenwich Capital, Ms. Downey was a Vice President of Fixed Income Sales at Salomon, Inc. from 1981 through 1989, where she was for some time responsible for residual product placement and other equity tranches of structured debt and sourcing residuals from mortgage originators and security issuers. Ms. Downey also previously served as a mortgage product specialist in London and a thrift specialist in New York.

Ms. Downey holds a B.A. degree from St. Mary’s College, a B.S. degree in Accounting from Boston University and an M.B.A. degree from the Stanford University Graduate School of Business. Through 2020, Ms. Downey served on the Advisory Board of St. Ann School, East Harlem, a partnership of patrons, the Archdiocese and school leaders. She previously served on the Board of Directors of the Student Sponsor Partners.

As a result of Ms. Downey’s 30 plus years of experience in structured finance, investment banking and capital markets, she provides significant financial, leadership and management advice to our Board of Directors in many critical areas.

Robert C. Hain has been a director of ARMOUR since November 2009. Mr. Hain was also a director of JAVELIN from June 2012 until April 2016. Mr. Hain became a director and the Chairman of City Financial Investment Company Limited (“City Financial”), a private manager of funds organized under the laws of the United Kingdom and authorized by the Financial Conduct Authority, in January 2006, and was the Chief Executive from February 2018 to March 2019. In March 2019 and during Mr. Hain’s service as a director and acting Chief Executive, the directors of City Financial voluntarily placed City Financial into administration pursuant to the insolvency laws of England and Wales. Investment funds managed by City Financial were transferred to other regulated investment managers. Mr. Hain was also director of Wittering Limited from 2008 to 2018, which was engaged in asset management in the United Kingdom, Europe, Hong Kong, Singapore, and the United States. Mr. Hain is currently a director of White Desert Limited, a luxury hotelier operating in Antarctica, President of Laurier Partners, a specialist consulting firm in Nova Scotia, and a director of Sapori Italian Street Food Limited, a restaurant group in Nova Scotia. Previously, Mr. Hain was a director, Chairman and Chief Executive of Sound Diplomacy Holdings Ltd., a London-based group of economics consultancies, from 2014 to 2024, a director and Vice Chairman of Chika’s Wholefoods Africa Limited, based in Nigeria and a major shareholder of Minois Limited, a

British snack food distributor of which he was Chairman, from 2017 to 2023, and a director of HomeChoice International Plc (Mauritius), a retailer of home furnishings to South Africans listed on the Johannesburg Stock Exchange from 2014 to 2022. He was a partner at Shadbolt Partners LLP from 2005 to 2018, a director of Majorpoint Limited from 2006 to 2014 and Kingsway Consultancy Limited from 2007 to 2017, the Non-Executive Chairman of Dundee Wealth SA (Luxembourg) from 2007 to 2009, a director of Tailwind Financial Inc. (Canada) from 2006 to 2009 and the Vice Chairman of CSS Stellar Holdings Inc. from 2005 to 2006. Mr. Hain was also the Chief Executive Officer of Invesco UK (Invesco Perpetual), a prominent British asset manager, from 2002 to 2004, and Chief Executive Officer of Invesco Canada (AIM Trimark), a Canadian mutual fund company, from 1998 to 2002. Mr. Hain was a member of the Executive Management Committee of Amvescap Plc (now Invesco Ltd.), from 1998 to 2005. Mr. Hain holds degrees from the University of Toronto (Innis College) and the University of Oxford (Merton College).

Mr. Hain’s extensive experience managing investments allows him to provide our Board of Directors with valuable knowledge regarding financial markets and investment opportunities.

John “Jack” P. Hollihan, III has been a director of ARMOUR since November 2009. Mr. Hollihan was also a director of JAVELIN from June 2012 until April 2016. Mr. Hollihan has over 40 years of investment banking and investment experience. Mr. Hollihan has served as Executive Chairman of Litchfield Capital Holdings Inc. (Florida) since 2005, as a board member of several privately held companies in the United States and United Kingdom, and since 2019 as a partner of Good Housing Partnership LLC (Montana), for US affordable housing development. Mr. Hollihan was also a trustee of American Financial Realty Trust (NYSE: AFR) from 2005 until its sale in 2008. From 2000 to 2002, Mr. Hollihan was the Head of European Industry Investment Banking for Banc of America Securities (“BAS”), where he was a member of the BAS European Capital Committee and Board, and where he had responsibility for a loan book of approximately $8 billion. Prior to that, from 1986 to 2000, Mr. Hollihan was Head of Global Project and Asset Based Finance and Leasing at Morgan Stanley and was a member of the Morgan Stanley International Investment Banking Operating Committee. In that capacity, he managed approximately $45 billion in asset based and structured financings and leasing arrangements. Mr. Hollihan holds B.S. (Wharton) and B.A. degrees from the University of Pennsylvania, and a J.D. from the University of Virginia School of Law.

Mr. Hollihan’s 40 plus years of investment banking and investment experience provide valuable insights and advice to our Board of Directors, particularly as it pertains to the capital markets and housing.

Stewart J. Paperin has been a director of ARMOUR since November 2009. Mr. Paperin served as a member of Enterprise’s Board of Directors from its inception in July 2007 to its merger with ARMOUR in November 2009. Mr. Paperin was also a director of JAVELIN from June 2012 until April 2016. Mr. Paperin currently serves as the managing member of Leopard Rock Property Group and LionRock Partners LLC, real property development and investment firms located in Southern California. Mr. Paperin also served as a director of the Board of Directors of Thunder Bridge Acquisition, Ltd., a blank check company formed to acquire an operating business in the financial technology industry, until its acquisition of Hawk Parent Holdings LLC in July 2019, a full-service provider of electronic transaction processing services. He also served on the Board of Directors of Thunderbridge II, a blank check company which acquired Indie Semiconductor, Inc., a company serving the automotive industry, until June 2021. Mr. Paperin also served as a director of Thunderbridge IV, a blank check company organized to acquire emerging businesses until its acquisition in December 2024 of Coincheck Inc., the leading Japanese broker of cryptocurrencies. Mr. Paperin served as Executive Vice President of the Soros Foundation, a worldwide private philanthropic foundation, from 1996 to 2013, where he oversaw financial, administrative and economic development activities. From 1996 to July 2005, Mr. Paperin served as a Senior Advisor and portfolio manager for Soros Fund Management LLC, a financial services company, and from July 2005 to June 2014, he served as a consultant to Soros Fund Management LLC. From 1996 to 2007, Mr. Paperin served as a director of Penn Octane Corporation (NASDAQ: POCC), a company engaged in the purchase, transportation and sale of liquefied petroleum gas. Prior to joining the Soros organizations, Mr. Paperin served as President of Brooke Group International, an investment firm concentrated on the former Soviet Union, from 1990 to 1993, and as Senior Vice President and Chief Financial Officer of Western Union Corporation, a provider of money transfer and message services, which was controlled by Brooke Group, from 1988 to 1990. Prior to Western Union Corporation, Mr. Paperin served as Chief Financial Officer of Timeplex Corporation, a telecommunications equipment provider, from 1986 to 1988 and

of Datapoint Corporation, a computer equipment manufacturer, from 1985 to 1986. Prior to Datapoint Corporation, Mr. Paperin served as a financial officer of Pepsico Corporation (NYSE: PEP) from 1980 to 1985 and as a management consultant at Cresap McCormick & Paget from 1975 to 1980. Mr. Paperin also served as a member of the Board of Directors of Community Bankers Acquisition Corp., a blank check company formed to acquire an operating business in the banking industry. Mr. Paperin also served on the Boards of Directors of several telecommunications firms including Svyazinvest, the national telecommunications firm of Russia and on the Boards of Directors of three banks in Eastern Europe. Mr. Paperin holds a B.A. degree and an M.S. degree from the State University of New York at Binghamton. He is a member of the Council on Foreign Relations and was awarded an honorary Doctor of Humane Letters by the State University of New York.

Mr. Paperin’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, and allows him to provide significant expertise in accounting and financial matters and in analyzing and evaluating financial statements.

Recommendation of the Board of Directors

ARMOUR’s Board of Directors unanimously recommends a vote “FOR” each of the eight nominees for director.

ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE ("ESG") INFORMATION

ARMOUR is committed to responsible business practices that support long-term stockholder value. Our approach to ESG matters reflects the nature of our business as a residential mortgage REIT, our commitment to strong corporate governance, and our role in supporting the U.S. housing finance market.

Environmental

As a financial services organization, ARMOUR’s direct environmental footprint is limited. Nonetheless, we seek to operate our business responsibly by promoting efficient use of resources and sustainable workplace

practices. ARMOUR has no employees and all day-to-day management activity is conducted by ACM. ACM operates from leased office space in Vero Beach, Florida. Within this environment, ACM seeks to reduce energy usage, encourage recycling and minimize waste.

Environmental initiatives include:

Energy Efficiency

•LED lighting throughout office space

•Window treatments designed to reduce HVAC demand

•Power management settings on computers and printers

•Use of ENERGY STAR® certified equipment

Resource Conservation

•Low-flow water fixtures to reduce water consumption

•Filtered water systems to reduce reliance on single-use plastics

Recycling and Waste Reduction

•Recycling programs for paper, glass, aluminum and electronics

•Recycling of batteries and printer cartridges

•Reduced office paper consumption through electronic records and communications

These efforts reflect ARMOUR’s commitment to operating responsibly while minimizing the environmental impact associated with our workplace.

Social

ARMOUR’s most significant social contribution arises from its core investment activities. By investing in residential mortgage-backed securities, ARMOUR helps provide liquidity to the housing finance system and supports mortgage availability for homeowners across the United States.

Homeownership plays an important role in wealth creation, financial stability and community development. Through disciplined investment and risk management practices, ARMOUR supports the functioning of the U.S. residential mortgage market and contributes to broader economic stability.

Community Engagement

ARMOUR and its employees believe that supporting the communities in which we live and work is an important part of responsible corporate citizenship. Employees are encouraged to contribute time and financial resources to charitable organizations and civic initiatives.

Areas of focus supported by employees include:

•Food security and hunger relief

•Affordable housing initiatives

•Children’s health and social services

•Mental health awareness

Human Capital

ARMOUR believes that its employees are its most important asset. ACM seeks to foster a collaborative, inclusive and supportive work environment where employees can thrive both professionally and personally. ACM offers competitive compensation and benefits designed to attract and retain talented professionals while supporting employee well-being and professional development. ACM is committed to equal opportunity employment and does not discriminate on the basis of race, color, religion, sex, national origin, age, disability, veteran status, sexual orientation or any other characteristic protected under applicable law. These practices contribute to a stable workforce and historically low voluntary turnover.

A copy of ARMOUR's ESG report as of March 2024 is available on ARMOUR’s website at www.armourreit.com under "ESG." Information provided on our website is not part of this proxy statement and not incorporated herein.

Corporate Governance

ARMOUR is committed to strong corporate governance practices designed to promote accountability, transparency and alignment with stockholder interests. Our Board of Directors brings significant experience in financial markets, investment management and corporate leadership. The Board combines independent oversight with deep industry knowledge and diverse perspectives.

Key governance practices include:

•Majority independent Board (63%)

•Female representation on the Board (25%)

•Ethnic and racial diversity (13%)

•Annual election of directors

•Majority voting standard and Director Resignation Policy

•Stock ownership guidelines for directors and executive officers

•Prohibition on pledging or hedging ARMOUR stock

•Written Board and committee charters with annual self-assessments

•Regular executive sessions of independent directors

These governance practices help ensure effective oversight and alignment with long-term stockholder interests.

Independence of Directors

We adhere to the rules of the NYSE in determining whether a director is independent. The NYSE requires that a majority of our Board of Directors be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of our Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, our Board of Directors has affirmatively determined that Mses. Downey and Behar and Messrs. Hain, Hollihan and Paperin are independent directors.

Role of the Board of Directors; Risk Management

Our Board of Directors plays an active role in overseeing management and representing the interests of stockholders. The roles of Chief Executive Officer and Chairman of the Board are held by different individuals. Management, which is responsible for day-to-day risk management, conducts a risk assessment of our business bi-annually. The risk assessment process is global in nature and has been developed to identify and assess our risks, including the nature of the risk, as well as to identify steps to mitigate and manage each risk. Oversight responsibility for each risk is allocated among the full Board of Directors and its committees, and specific Board of Director and committee agendas are developed accordingly.

Board Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee and adopted Charters for each of these committees. The Compensation Committee and Nominating and Corporate Governance Committee each has three directors, and the Audit Committee has 4 directors. All committees are composed exclusively of independent directors, as defined by the listing standards of the NYSE. Also, our Board of Directors has affirmatively determined that each member of our Compensation Committee is independent for Compensation Committee purposes based on the more stringent independence standards imposed by applicable NYSE and SEC rules. Such individuals are intended to be, to the extent required by Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), non-employee directors.

Board and Committee Meetings

During the year ended December 31, 2025, our Board of Directors held ten meetings and acted by written consent in lieu of a meeting on twelve occasions. Our Audit Committee held four meetings and acted by written consent in lieu of a meeting on one occasion, our Compensation Committee held two meetings and acted by written consent in lieu of a meeting on one occasion, and our Nominating and Corporate Governance Committee held one meeting and acted by written consent in lieu of a meeting on one occasion. Each of our directors attended at least 75% of the meetings of the Board of Directors and of the Board’s committees on which they served during 2025. The Company does not have a policy with regard to Board members' attendance at annual meetings. Our management director conducted last year's annual meeting and three non-executive directors were in attendance.

Lead Independent Director

Our independent directors designated John Hollihan, III as our lead independent director. The lead independent director coordinates the activities of our other independent directors. In addition to the duties of all members of the Board of Directors, the lead independent director has the following additional responsibilities and authority:

•presiding at meetings of the Board of Directors in the absence of, or upon the request of, the Chairman;

•scheduling, developing the agenda for, and presiding at executive sessions of the independent directors;

•advising the Chairman and/or the Board of Directors as to the decisions reached, if any, at each executive session;

•serving as the principal liaison between the independent directors, the Chairman and the Chief Executive Officer;

•advising the Chairman as to the quality, quantity and timeliness of the information submitted by the Company’s management that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties;

•assisting the Board of Directors and the Nominating and Corporate Governance Committee in better ensuring compliance with and implementation of our Corporate Governance Guidelines; and

•recommending to the Chairman, at the direction of the independent directors, the retention of outside advisors and consultants who report directly to the Board of Directors on Board-wide issues.

Our Board of Directors has adopted a lead independent director charter. A copy of the lead independent director charter is available on ARMOUR’s website at www.armourreit.com under "Governance - Governance Documents.” Information provided on our website is not part of this proxy statement and not incorporated herein.

Audit Committee

The members of our Audit Committee are Messrs. Paperin, Hollihan and Hain and Ms. Behar, with Mr. Paperin serving as chairman. The Audit Committee is responsible for, among other things:

•engaging independent certified public accountants;

•reviewing with the independent certified public accountants and the Company's internal audit function, the plans and results of the audit engagement;

•approving professional services provided by the independent certified public accountants;

•reviewing the independence of the independent certified public accountants;

•considering the range of audit and non-audit fees;

•reviewing the adequacy of our internal accounting controls;

•reviewing disclosures and the Company’s officer certification process regarding the design and operation of the Company’s internal control over financial reporting;

•reviewing and approving the Company’s related party transactions;

•preparing Audit Committee reports; and

•periodically monitoring and overseeing 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.

A copy of the Audit Committee Charter is available on ARMOUR’s website at www.armourreit.com "Governance - Governance Documents.” Information provided on our website is not part of this proxy statement and not incorporated herein.

Financial Experts on Audit Committee

The Audit Committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined by the NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act. The definition of “financially literate” generally means being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Our Board has determined that each member of our Audit Committee is financially literate under the NYSE listing standards and Rule 10A-3(b)(1) of the Exchange Act.

In addition, a listed company must certify to the NYSE that the Audit Committee will have at least one member who has past accounting or related financial management expertise as the Board interprets such qualification in its business judgment. Our Board of Directors has determined each of Messrs. Hain, Hollihan and Paperin and Ms. Behar satisfies the definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Compensation Committee

The Compensation Committee consists of Messrs. Hain and Paperin and Ms. Behar. Mr. Hain chairs our Compensation Committee. The Compensation Committee is responsible for, among other things:

•overseeing the evaluation of the performance of our officers;

•reviewing and approving any compensation payable to our officers by the Company (excluding any compensation payable by our external manager, ACM);

•reviewing and recommending to our Board of Directors any compensation for our directors;

•evaluating annually the performance of ACM;

•reviewing annually, the fees and expenses payable to ACM under the management agreement between the Company and ACM;

•reviewing annually, the Company's equity-based plans, including the executive equity incentive plan and director equity program;

•approving adoption of Company compensation plans not requiring stockholder approval and recommending for Board approval, Company compensation plans requiring stockholder approval;

•reviewing and discussing with management disclosures under the section in this proxy statement titled “Compensation Discussion and Analysis,” as required by the SEC; and

•preparing Compensation Committee reports.

A copy of the Compensation Committee Charter is available on ARMOUR’s website at www.armourreit.com under "Governance - Governance Documents.” Information provided on our website is not part of this proxy statement and not incorporated herein.

Compensation Committee Interlocks and Insider Participation

Each of the members of the Compensation Committee is an independent director as required under NYSE listing standards. No member of the Compensation Committee is a current or former officer or employee of ours or any of our subsidiaries. There were no relationships during the 2025 fiscal year and no transactions during the 2025 fiscal year involving us, any of our executive officers, any of the directors who served as members of the Compensation Committee or any other directors for any part of the 2025 fiscal year that would require disclosure by us under the SEC rules requiring disclosure of certain relationships and related-party transactions due to any service on the boards or compensation committees of the Company and another entity.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Mr. Hollihan, Ms. Behar and Ms. Downey. Mses. Behar and Downey co-chair our Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other things:

• seeking, considering and recommending to the Board qualified candidates for election as directors;

• periodically preparing and submitting to our Board of Directors for adoption the committee’s selection criteria for director nominees;

• reviewing and making recommendations on matters involving the general operation of our Board of Directors and our corporate governance;

• oversight of corporate actions and disclosure, as is determined to be advisable, relating to material ESG matters that may impact long-term performance and risk management strategies in anticipation of changing investor demands and regulatory requirements;

• annually recommending to the Board nominees for each committee of the Board; and

• facilitating the assessment of the Board’s performance as a whole and of the individual directors and reporting thereon to our Board of Directors.

The Nominating and Corporate Governance Committee will identify, evaluate and recommend candidates to become members of the Board with the goal of creating a Board with a broad and diverse set of skills, expertise, experience, and background, among other things, and will include his or her independence pursuant to the requirements of the NYSE as part of its criteria. Recommendations for Board candidates may also be submitted to the Nominating and Corporate Governance Committee by the Company’s stockholders in accordance with the Company’s policy set forth in the Nominating and Corporate Governance Committee Charter. Candidates will be reviewed in the context of current composition of the Board, the operating requirements of the Company and the long-term interests of the Company’s stockholders. A copy of the Nominating and Corporate Governance Committee Charter and Corporate Governance Guidelines are available on ARMOUR's website at www.armourreit.com under “Governance - Governance Documents.” Information provided on our website is not part of this proxy statement and not incorporated herein.

Director Compensation

Annual Cash and Equity Retainers. In 2025, we paid our non-management directors an annual retainer of $132,000; 50%, or $66,000 of this retainer, was payable in cash and 50%, or $66,000 of this retainer, was payable in common stock, cash, or a combination of stock and cash (e.g., to cover estimated income taxes) at the option of the director.

Committee Annual Cash Retainers. In 2025, we paid our directors annual retainers for the additional Board responsibilities associated with the below roles.


	Daniel C. Staton		Z. Jamie Behar		Carolyn Downey		Robert C. Hain		John P. Hollihan, III		Stewart J. Paperin
Lead Independent Director	$	—	$	—	$	—	$	—	$	35,000	$	—
Non-executive Chairman	35,000		—		—		—		—		—
Audit Committee Chairman	—		—		—		—		—		35,000
Compensation Committee Chairman	—		—		—		25,000		—		—
Nominating and Corporate Governance Committee Co-chair	—		12,500		12,500		—		—		—
Audit Committee Member	—		35,000		—		35,000		35,000		35,000
Totals	$	35,000	$	47,500	$	12,500	$	60,000	$	70,000	$	70,000

Each non-management director could elect to have all or a portion of their annual cash retainer and committee annual cash retainer(s) payable in shares of common stock or fully vested restricted stock units, as described below under "Non-Management Director Compensation and Deferral Program" and set forth in the 2025 Director Compensation Table, as applicable. All per share amounts, common shares outstanding and stock-based compensation amounts for the periods presented reflect the one-for-five reverse stock split (the “Reverse Stock Split”), which was effective September 29, 2023.

January 2021 Equity Grants. In January 2021, our Compensation Committee and Board of Directors approved grants to our non-management directors, totaling 2,500 shares of stock to each of our non-management directors under ARMOUR's Third Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedules as follows:

•All 2,500 shares of stock granted to Messrs. Paperin, Hollihan, Hain, Staton and Bell, and Mses. Behar and Downey have fully vested.

In January 2021, our Compensation Committee and Board of Directors also approved grants, totaling 12,650 shares of stock to each of Messrs. Staton and Bell through ACM for services provided to and through ACM for the benefit of ARMOUR under the Plan pursuant to the time-based vesting schedules as follows:

•the grants vest over 26 quarters as follows: 480 shares vested on February 20, 2021 with an additional 480 shares vesting on each following May 20, August 20, and February 20, through August 20, 2026. Additionally, 500 shares vested on November 20, 2021 with an additional 500 shares vesting on each following November 20, through November 20, 2026 and 500 shares vesting on February 20, 2027 and 510 shares vesting on May 20, 2027, at which time all shares shall have vested.

February 2023 Equity Grants. In February 2023, our Compensation Committee and Board of Directors approved grants to our non-management directors, totaling 8,000 shares of stock to each of our non-management directors under the Plan pursuant to the time-based vesting schedules as follows:

•the grants vest over a five year period as follows: 400 shares vested on February 20, 2023 with an additional 400 shares vesting on each following May 20, August 20, November 20, and February 20, through November 20, 2027, at which time all shares shall have vested.

December 2025 Equity Grants. In December 2025, our Compensation Committee and Board of Directors approved grants to our non-management directors, totaling 12,857 shares of stock to each of our non-management directors under the Plan pursuant to the time-based vesting schedules as follows:

•the grants vest over 20 quarters as follows: 643 shares vested on February 20, 2026 with an additional 643 shares vesting on each following May 20, August 20, November 20, and February 20, through February 20, 2030. Additionally, 642 shares will vest on May 20, 2030, August 20, 2030 and October 20, 2030, at which time all shares shall have vested.

Directors may elect to receive a portion of their awards in cash solely to cover estimated income taxes due on vested stock.

Non-Management Director Compensation and Deferral Program. In December 2019, the Compensation Committee recommended and the Board approved, the Non-Management Director Compensation and Deferral Program (the “Deferral Program”). The Deferral Program became effective on January 1, 2020. Under the Deferral Program, each non-management director may elect to receive his or her annual retainers, including committee annual retainers, either in cash, in shares of unrestricted stock, or in fully-vested restricted stock units (or a combination thereof). Non-management directors must make the election in writing in advance of the calendar year to which the election relates (or, when a non-management director joins the Board, within 30 days of joining the Board). The shares of unrestricted stock and/or the deferred restricted stock units, if chosen, will be issued to the non-management director at the end of each calendar quarter based on the cash retainer earned for that quarter and converted into a number of shares or units based on the closing price for the common stock on the NYSE on such date. If a non-management director chooses to receive fully-vested deferred stock units, the director’s election must also indicate (1) when the units will be settled, such as the director’s separation from service (including retirement), a specified future date, or January 1st of the year following a chosen anniversary of the grant date, and (2) whether the units will be settled in a lump sum or in annual installments (not to exceed 10 years). Notwithstanding a director’s election, the deferred stock units will be settled in a lump sum upon the director’s earlier death or disability or upon an earlier change of control of ARMOUR. In any event, the deferred stock units will be settled in shares of common stock.

The Compensation Committee is committed to the ongoing review and evaluation of our non-executive director compensation levels and program. We have adopted a policy designed to ensure that non-executive directors and executive officers attain and maintain meaningful levels of stock ownership over time to better align their interests with the interests of ARMOUR’s stockholders. We have established stock ownership targets for non-executive directors to beneficially own ARMOUR common shares with a basis equal to a minimum of three times their annual base cash retainer (currently $66,000), or $198,000. The targets for our Chief Executive Officer, our

Chief Financial Officer and Co-Chief Investment Officers are $2,000,000, $1,000,000 and $750,000, respectively. Target ownership levels are to be achieved within five years or less from the date the policy was adopted or within five years or less from the date the non-executive director or executive officer was appointed and, after achievement, are to be maintained. Such maintenance requirement will be deemed to be satisfied notwithstanding any subsequent change in the market value of common stock holdings. All ARMOUR shares received as compensation (on an after tax basis) are to be retained until the individual’s share ownership targets are met. As of the date of this proxy statement, all of our directors are in compliance with this policy.

We do not have, and we do not currently intend to adopt, any plans or programs for our directors that provide for pension benefits.

Any member of our Board of Directors who is also an officer of ARMOUR or an officer or employee of ARMOUR's affiliates does not receive any compensation from us for serving on our Board of Directors. All members of our Board are reimbursed for their costs and expenses of serving on the Board, including costs and expenses of attending all meetings of our Board and our committees.

The following table summarizes the compensation that we paid to our non-executive directors in 2025.

2025 Director Compensation


Name	Directors Retainer Earned or Paid in Cash (1)		Directors Retainer Earned or Paid in Stock (2)		Stock Awards (3)		Total
Daniel C. Staton	$	167,000	$	—	$	216,898	$	383,898
Marc H. Bell	$	132,000	$	—	$	216,898	$	348,898
Z. Jamie Behar	$	179,500	$	—	$	216,898	$	396,398
Carolyn Downey	$	78,500	$	66,000	$	216,898	$	361,398
Robert C. Hain	$	192,000	$	—	$	216,898	$	408,898
John P. Hollihan, III	$	202,000	$	—	$	216,898	$	418,898
Stewart J. Paperin	$	136,000	$	66,000	$	216,898	$	418,898

(1)Represents annual directors retainers of $66,000 (plus any portion of the second $66,000 in annual retainer that a director elects to receive in cash) and committee annual cash retainers (which may be paid either in cash, in shares of unrestricted stock, or in fully-vested restricted stock units pursuant to the Non-Management Director Compensation and Deferral Program).

(2)Represents annual directors retainers of $66,000, which may be paid in stock, cash or a combination of stock and cash (e.g., to cover estimated income taxes) at the option of the director. To the extent a director elects to receive directors fees in stock, shares are distributed quarterly with the actual number of shares being based on the reported closing trade price of ARMOUR common stock on the NYSE at the end of each quarter.

(3)Represents the fair value of stock awards granted during the year as of the grant date. Each stock award was valued at the closing market price of our common stock on the date of grant, which reflects the value of future dividends. The amounts reflect the aggregate grant date fair value calculated in accordance with ASC 718. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to Note 9 to our Consolidated Financial Statements, which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025. The aggregate number of stock awards remaining unvested at December 31, 2025 were as follows: for Messrs. Staton and Bell, 19,007 shares each. For Mses. Behar and Downey and for Messrs. Hain, Hollihan and Paperin, 16,057 shares each.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all our directors and officers. We do not have any employees. The code of business conduct and ethics is available at our website at www.armourreit.com under “Investor Relations - Governance Documents.” Any amendments or waivers thereto will be provided on our website within four business days following the date of the amendment or waiver. Information provided on our website is not part of this proxy statement and not incorporated herein.

Corporate Governance Guidelines

Our Board of Directors has adopted a set of corporate governance guidelines, which provide a framework within which the Board and its committees direct the affairs of ARMOUR. The corporate governance guidelines address the roles of the Board and management, functions of the Board, qualifications for directors, director independence, ethics and conflicts of interest, among other matters. The corporate governance guidelines are available at our website at www.armourreit.com under “Investor Relations - Governance Documents.”

Requesting Corporate Governance Documents

Our code of business conduct and ethics, corporate governance guidelines and lead independent director and committee charters are available at our website at www.armourreit.com. Copies of these documents are also available in print to any stockholder who requests them. Requests should be sent to: ARMOUR Residential REIT, Inc., 3001 Ocean Drive, Suite 201, Vero Beach, Florida 32963, Attention: Gordon Harper.

Communication with the Board of Directors, Independent Directors and the Audit Committee

Our Board of Directors may be contacted by any party via mail at the address listed below:

Chairman

Board of Directors

ARMOUR Residential REIT, Inc.

3001 Ocean Drive, Suite 201

Vero Beach, Florida 32963

We believe that providing a method for interested parties to communicate directly with our independent directors, rather than the full Board, would provide a more confidential, candid and efficient method of relaying any interested party’s concerns or comments. The independent directors can be contacted by any party via mail at the address listed below:

Lead Independent Director

ARMOUR Residential REIT, Inc.

3001 Ocean Drive, Suite 201

Vero Beach, Florida 32963

The Audit Committee has adopted a process for anyone to send communications to the Audit Committee with concerns or complaints concerning our Company’s regulatory compliance, accounting, audit or internal controls issues. The Audit Committee can be contacted by any party via mail at the address listed below:

Chairman

Audit Committee

ARMOUR Residential REIT, Inc.

3001 Ocean Drive, Suite 201

Vero Beach, Florida 32963

Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of the Board should be excluded or redirected, as appropriate, such as: business solicitations or advertisements; junk mail and mass mailings; resumes and other forms of job inquiries; spam; and surveys. In addition, material that is unduly hostile, threatening, potentially illegal or similarly unsuitable will be excluded; however, any communication that is excluded will be made available to any outside director upon request.

ARMOUR’s Mortgage REIT Peer Group

We refer to the FTSE NAREIT Mortgage REIT Home Financing index of 20 companies to identify overall performance and other trends in the mortgage REIT industry. We have also identified a focused peer group of six publicly-traded mortgage REITs that we believe are most directly comparable to ARMOUR. The peer group companies are: AGNC Investment Corp., Dynex Capital, Inc., Invesco Mortgage Capital, Inc., Annaly Capital Management, Inc., Orchid Island Capital and Two Harbors Investment Corp. In addition to reviewing general industry trends and market and regulatory factors applicable to our Company, our management carefully reviews these specific companies periodically as part of the process of developing appropriate operating, corporate governance and compensation practices and policies for our Company, including using such review as a factor in considering executive pay.

Cybersecurity

We rely on our financial, accounting and other data processing systems. Computer malware, viruses, computer hacking and phishing attacks have become more prevalent in our industry and may occur on our systems. Although we have not detected a material cybersecurity breach to date, other financial services institutions have reported material breaches of their systems, some of which have been significant. Even with all reasonable security efforts, not every breach can be prevented or even detected; as such, it is possible that we have experienced an undetected breach. There is no assurance that we, or the third parties that facilitate our business activities, have not or will not experience a breach. 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 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. Our cybersecurity risk assessment includes an evaluation of cyber risk related to sensitive data held by third parties on their systems. There is no assurance that these efforts will effectively mitigate cybersecurity risk and mitigation efforts are not an assurance that no cybersecurity incidents will occur.

In addition, our 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.

Investor Outreach

In our continuing effort to promote dialogue with our investors about our business, ESG concerns, and executive compensation practices, we contacted stockholders who reportedly held 90,000 or more of our common shares outstanding. These 57 stockholders are all institutional investors and collectively held approximately 52% of our common shares outstanding as of December 31, 2025. According to CapIQ, as of December 31, 2025, institutional investors held approximately 56.2% of our shares of common stock outstanding, while the other approximately 43.8% was represented largely by individual retail investors, including our directors and officers who collectively owned approximately 0.27% of our common shares outstanding. While we value the views of all of our

stockholders, we believed that outreach efforts focused on our largest stockholders would provide us timely and representative insights more efficiently. Institutional investors may contact us directly at investor@armourreit.com with the word “engagement” in the subject line to schedule a discussion anytime during the year. We are also committed to ongoing engagement with prospective and former institutional stockholders as well. These direct outreach efforts have resulted in ongoing and prospective dialogues with over 60+ additional significant institutional investors in our space. We look forward to continuing constructive engagement with our stockholders and prospective stockholders on these important topics.

Majority Voting for Directors and Director Resignation Policy

Our Amended and Restated Bylaws (the “Bylaws”) provide that a director nominee will be elected by receiving the affirmative vote of the majority of votes cast on the election of such nominee on a per nominee basis in an uncontested election (which occurs when the number of director nominees is the same as the number of directors elected). The Bylaws further provide that any director nominee who is an incumbent director but who is not elected by the vote required in the Bylaws, and with respect to whom no successor has been elected, shall promptly tender his or her offer to resign to our Board for its consideration following certification of the stockholder vote. Within 90 days following certification of the stockholder vote, our Nominating and Corporate Governance Committee shall consider the tendered resignation offer and make a recommendation to our Board whether or not to accept such offer, and our Board shall act on the Nominating and Corporate Governance Committee’s recommendation. In determining whether to accept the resignation, our Nominating and Corporate Governance Committee and Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation, including, among other things, whether accepting the resignation of such director would cause the Company to fail to meet any applicable stock exchange or SEC rules or requirements. Thereafter, our Board shall promptly and publicly disclose its decision-making process regarding whether to accept the director’s resignation offer or the reasons for rejecting the resignation offer, if applicable, on a Form 8-K. A director who tenders his or her resignation shall not participate in the Nominating and Corporate Governance Committee’s recommendation or our Board’s action regarding whether to accept such resignation offer. If our Board does not accept the director’s resignation, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or until the director’s earlier resignation as provided for in the Bylaws or removal as provided for by the Maryland General Corporate Law.

In a contested election, the director nominees who receive a plurality of votes cast will be elected as directors. Under the plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes than the other nominees are elected to our Board, regardless of whether or not they receive a majority of the votes cast.

Director and Executive Officer Minimum Stock Ownership and Retention Guidelines

We have adopted a policy designed to ensure that non-executive directors and executive officers attain and maintain meaningful levels of stock ownership over time to better align their interests with the interests of ARMOUR’s stockholders. We have established stock ownership targets for non-executive directors to beneficially own ARMOUR common shares with a basis equal to a minimum of three times their annual base cash retainer (currently $66,000), or $198,000. The targets for our Chief Executive Officer, our Chief Financial Officer and Co-Chief Investment Officers are $2,000,000, $1,000,000 and $750,000, respectively. Target ownership levels are to be achieved within five years or less from the date the policy was adopted or within five years or less from the date the director or executive officer was appointed, and after achievement, are to be maintained. Such maintenance requirement will be deemed to be satisfied notwithstanding any subsequent change in the market value of common stock holdings. We have also adopted a policy for our directors and executive officers that all ARMOUR shares received as compensation (on an after tax basis) are to be retained until the individual’s share ownership targets are met. As of the date of this proxy statement, all of our directors and executive officers are in compliance with this policy.

Policy Regarding the Mandatory Recovery of Compensation (Clawback Policy)

In October 2023, we adopted a new clawback policy to comply with the SEC requirements. The clawback policy applies to incentive compensation received (as such term is defined in the policy) in any fiscal period ending on or after the effective date of the rule set forth in Section 303A.14 of the NYSE Listed Company Manual. The clawback policy provides that, in the event of any accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, the Company will recover the excess incentive compensation received by current or former executive officers who served as such during the three completed fiscal years preceding the date of the restatement, subject to limited permitted exceptions. Recovery under the policy applies regardless of any misconduct, fault, or illegal activity of the Company, the executive officer, the Board or any committee thereof.

Policy Prohibiting Hedging and Pledging

We have adopted a policy prohibiting the hedging and pledging of our securities, which applies to all officers and directors of the Company and provides that such individuals are prohibited from (i) engaging in any hedging transactions (including short-selling, options, puts, and calls, as well as derivatives such as swaps, forwards, and futures transactions) with respect to securities of the Company, and (ii) making or maintaining any pledges of securities of the Company or otherwise holding securities of the Company in a margin account. As of the date of this proxy statement, all of our directors and executive officers are in compliance with this policy. In addition, no securities beneficially owned by our officers and directors are pledged.

Equity Award Grant Practices

We grant equity awards upon the recommendation of our Compensation Committee and approval of our Board.

Our equity awards, if equity awards are granted in a given year, are generally recommended by the Compensation Committee in January or February and presented to the Board for approval at its regularly scheduled meeting in February. For the fiscal year ended December 31, 2025, equity awards were granted to our executive officers and Board of Directors as hereinafter described. Our Compensation Committee recommends to the Board for approval and our Board approves all equity award grants on or before the grant date and neither the Compensation Committee nor the Board takes material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

We do not currently grant stock options, stock appreciation rights or similar option-like instruments to our named executive officers or other service providers and did not grant any such type of equity award during the fiscal year ended December 31, 2025. Current and future stockholders, including our named executive officers, may voluntarily participate in the Company’s 2012 Dividend Reinvestment and Stock Purchase Plan or 2013 Dividend Reinvestment and Stock Purchase Plan and receive an option to purchase shares at a discount using cash in excess of $10,000.

Insider Trading Policy

We have an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all directors and officers of the Company and each subsidiary of the Company and certain other persons associated with the foregoing categories of persons. The policy also applies to the securities of other companies with which we have a business relationship, including partners, counterparties, underwriters, placement agents, brokers, dealers, auditors, legal counsel and competitors of the Company and its subsidiaries and those with which the Company may be negotiating major transactions, such as an acquisition, merger, investment or sale. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of our insider trading policy is included as Exhibit 19.1 to our Annual Report on Form 10-K, filed on February 18, 2026.

ARMOUR’S EXECUTIVE OFFICERS

The following is a list of individuals who currently serve as ARMOUR's executive officers. All executive officers serve at the discretion of our Board of Directors.

Name

Age

Position

Scott J. Ulm

Chief Executive Officer and Vice Chairman

Gordon M. Harper

Chief Financial Officer and Secretary

Desmond E. Macauley

Co-Chief Investment Officer and Head of Risk Management

Sergey Losyev

Co-Chief Investment Officer

Please refer to the biographical information for Mr. Ulm listed above in the section titled “Director Nominees.” The biographical information for Messrs. Harper, Macauley and Losyev are provided below.

Gordon M. Harper is the Chief Financial Officer and Secretary of ARMOUR. Mr. Harper was the VP of Finance and Controller of ARMOUR from December 2015 to March 2024 and the Treasurer of ARMOUR from February 2020 until March 2024. Mr. Harper was the VP of Finance and Controller of ACM from December 2015 to March 2024, at which point he became Chief Financial Officer. Mr. Harper has served as the Controller of BUCKLER since 2017 and in March 2024, became BUCKLER's Chief Financial Officer and Secretary and was appointed as a member of its board. Mr. Harper joined ARMOUR after a career at Deloitte spanning 25 years. At Deloitte, Mr. Harper was an audit client service partner serving banking and insurance clients in the United States, Canada and the Caribbean. His experience includes advising companies on internal control matters including Sarbanes-Oxley 404 requirements as well as GAAP and International Financial Reporting Standards and public company regulatory and securities reporting requirements. He has advised and assisted on complex accounting matters, mergers and acquisitions, divestitures, due diligence, and securities filings in the United States, Canada and Europe. Mr. Harper is a Chartered Professional Accountant Ontario. He holds a Bachelor of Commerce (Honors), from Queen’s University.

Desmond E. Macauley is the Co-Chief Investment Officer and Head of Risk Management of ARMOUR. Mr. Macauley served as the Director of Investment Strategies at ARMOUR from May 2013 to March 2024. He has 26 years of experience in the mortgage-backed securities market and has been cited among the top analysts in Structured MBS Securities by the U.S. Institutional Investor survey. Prior to ARMOUR, Mr. Macauley was a Managing Director in the MBS Strategy group of RBS Greenwich Capital and a Vice President in the MBS Research group at Merrill Lynch. He has an MBA from the Wharton School of the University of Pennsylvania, an M.S. in electrical engineering from the Georgia Institute of Technology and a B.S. magna cum laude in electrical engineering from the New Jersey Institute of Technology. He is a CFA charterholder.

Sergey Losyev is a Co-Chief Investment Officer of ARMOUR. Mr. Losyev joined ARMOUR in 2016 and served as Deputy Chief Investment Officer from January 2020 to March 2024. Prior to ARMOUR, he served as an Agency MBS Portfolio Analyst at Deutsche Asset Management, co-managing more than $25 billion of Agency MBS assets from 2009 to 2016. Earlier in his career, Mr. Losyev was a financial programmer at Zebra Capital Management LLC. He has an MBA from the Johnson School of Management at Cornell University and a B.S. in computer science from the University of Connecticut and is a CFA charterholder.

EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

All per share amounts, common shares outstanding and stock-based compensation amounts for the periods presented reflect the Reverse Stock Split which was effective September 29, 2023.

This compensation discussion and analysis describes our compensation objectives and policies in relation to compensation awarded to, earned by or received for the year ended December 31, 2025 by our named executive officers (collectively, the "named executive officers" or "NEOs" and individually, each a "named executive officer"), which during the year consisted of Scott J. Ulm, the Chief Executive Officer and Vice Chairman, Gordon M. Harper, our Chief Financial Officer and Secretary, Desmond E. Macauley, our Co-Chief Investment Officer and Head of Risk Management, and Sergey Losyev, our Co-Chief Investment Officer.

At our 2025 annual meeting of stockholders, we provided our stockholders with a proposal to approve, on an advisory basis, the compensation of our named executive officers. Approximately 94% of our stockholders that voted at the annual meeting of stockholders with respect to this advisory, non-binding vote, approved the compensation of our named executive officers as described in our proxy statement for our 2025 annual meeting of stockholders. We have considered these results and believe the support of our stockholders for such proposal indicates that our stockholders are supportive of our approach to executive compensation. Thus, we did not make changes to our executive compensation arrangements in response to the vote. In the future, we will continue to consider the outcome of our say-on-pay votes when making compensation decisions regarding our named executive officers.

2025 Executive Compensation

Based upon the results of the advisory vote, our investor outreach and a review of our 2025 compensation policies, we believe that our 2025 compensation policies and decisions are consistent with the compensation philosophy and objectives discussed below and effectively align the interests of our named executive officers and other key professionals with the long-term goals of the Company. We are managed by ACM pursuant to a management agreement between ACM and ARMOUR (as amended from time to time, (the “Management Agreement”). We do not have any employees whom we compensate directly with salaries, bonuses or other compensation. Our named executive officers, who are employees of ACM, do not receive cash compensation directly from us for serving as executive officers, but are primarily compensated by ACM for services they perform for ACM and for us as our named executive officers. Pursuant to the terms of the Management Agreement, ACM provides us with executive personnel, including the individuals who act as our executive officers. We compensate ACM for these services and all other services performed by ACM pursuant to the Management Agreement through payments of management fees and reimbursements and awards under the Plan. We have limited our role in compensating our named executive officers to granting equity compensation. See the section in this proxy statement below titled, “Certain Relationships and Related Party Transactions” for a further description of the Management Agreement, the relationships between ACM and ARMOUR, the management fees that we pay to ACM, and how ACM compensates our named executive officers. The pay ratio disclosure rules of Item 402(u) of Regulation S-K requires an issuer to disclose the ratio of the total compensation of the median employee of the issuer and its consolidated subsidiaries, if any, to the total compensation of the issuer’s Chief Executive Officer. Because we are externally-managed and therefore have no employees, we do not believe such pay ratio disclosure would provide meaningful information to our stockholders and, therefore, do not provide this disclosure in the proxy statement.

Mr. Ulm did not receive any cash compensation from ARMOUR for his services as an executive officer, and we did not specifically reimburse ACM for cash compensation paid to Mr. Ulm. He is, however, an employee and substantial equity holder of ACM and, accordingly, has an interest in the profits and losses of ACM from its past, present and future investments and businesses, including ARMOUR. Equity returns to the equity holders of ACM are not directly related to services rendered by Mr. Ulm to ACM or us and would be distributed to such equity holders even if they did not personally perform any services for ACM or us. Prior to July 1, 2020, payments made to Mr. Ulm by ACM were considered partnership distributions, and as such, fluctuated each year based on the net operating cash flow of ACM and ACM’s overall investment and financing decisions. Effective July 1, 2020, Mr. Ulm began receiving a salary at the rate of $150,000 per annum from ACM, in lieu of equivalent prior partnership distributions. ACM does not pay Mr. Ulm a bonus.

Mr. Harper, Mr. Macauley and Mr. Losyev also did not receive cash compensation directly from us, and we also do not reimburse ACM for cash compensation paid to them. Mr. Harper, Mr. Macauley and Mr. Losyev did, however, receive compensation directly from ACM in the form of salaries and bonuses. Such compensation amounts are determined by ACM and not by us, our Board or the Compensation Committee. In determining such salaries and bonuses, ACM considers the general compensation practices in our industry, including anticipated compensation requirements of other candidates who could potentially fill the positions, as well as the relative and absolute financial performance of ARMOUR and each person's role in the achievement of that performance, and the nature and results of their contribution to ACM business activities unrelated to ARMOUR.

During 2025, our named executive officers as a group received aggregate salaries of $1,550,000 and aggregate cash bonuses of $2,300,000 from ACM. Our named executive officers also received aggregate realized incentive compensation consisting of the value of vested shares and dividend equivalent payments on unvested shares of $1.3 million during 2025. For context, ARMOUR paid aggregate management fees to ACM of $38.9 million, net of fees waived, during 2025.

Notwithstanding the fact that we do not pay cash compensation to our named executive officers, our Compensation Committee may award equity compensation directly to our executive officers, ACM employees or to ACM for awards to ACM employees serving us, in addition to the management fees we pay ACM. In making the determination of whether or not to award equity compensation, our Compensation Committee takes into account, among other things, the management fees we pay to ACM and individual and company performance, both on an absolute basis and relative to our peers.

In January 2021, our Compensation Committee recommended, and Board of Directors approved, a grant totaling 35,850 shares of stock, previously disclosed in our SEC filings, to Mr. Ulm and 2,000 shares of stock to Mr. Harper, under the Plan pursuant to the time-based vesting schedules as follows:

•with respect to Mr. Ulm, 1,380 shares vested on February 20, 2021 with an additional 1,380 shares vesting on each following May 20, August 20, November 20 and February 20, through February 20, 2027, and an additional 1,350 shares vesting on May 20, 2027, at which time all stock shall have vested;

•with respect to Mr. Harper, 80 shares vested on February 20, 2021 with an additional 80 shares vesting on each following May 20, August 20, November 20 and February 20, through February 20, 2027, at which time all stock shall have vested.

In February 2023, our Compensation Committee recommended, and Board of Directors approved, a grant totaling 56,000 shares of stock, previously disclosed in our SEC filings, to Mr. Ulm and 16,800 shares of stock to Mr. Harper,under the Plan pursuant to the time-based vesting schedules as follows:

•with respect to Mr. Ulm, 2,000 shares vested on February 20, 2023 with an additional 2,000 shares vesting on each following May 20, August 20, November 20 and February 20, through November 20, 2029, at which time all stock shall have vested;

•with respect to Mr. Harper, 600 shares vested on February 20, 2023 with an additional 600 shares vesting on each following May 20, August 20, November 20 and February 20, through November 20, 2029, at which time all stock shall have vested.

On May 15, 2024, grants totaling 3,840 shares of stock, previously disclosed in our SEC filings, were reallocated to Mr. Harper, under the Plan pursuant to the time-based vesting schedules as follows:

•320 shares vested on May 20, 2024 with an additional 320 shares vesting on each following August 20, November 20, February 20, and May 20, through February 20, 2027.

In April 2025, our Compensation Committee recommended, and Board of Directors approved, a grant totaling 60,000 shares of stock to Mr. Harper and 30,000 shares of stock to each of Mr. Macauley and Mr. Losyev, under the Plan pursuant to the time-based vesting schedules as follows:

•with respect to Mr. Harper, 3,000 shares vested on May 20, 2025 with an additional 3,000 shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2030, at which time all stock shall have vested;

•with respect to Messrs. Macauley and Losyev, 1,500 shares vested on May 20, 2025 with an additional 1,500 shares vesting on each following August 20, November 20 and February 20 and May 20, through February 20, 2030, at which time all stock shall have vested.

Executive officers may elect to receive a portion of their award in cash solely to cover estimated income taxes due on vested stock.

The Plan is used to align the interests of our named executive officers and other key professionals with our long-term goals. Our named executive officers’ compensation in 2025 was derived from the stock awards previously granted to them in 2025, 2023 and 2021 by our Board of Directors, upon the recommendation of the Compensation Committee, pursuant to our Plan, which vest or vested on a quarterly basis over 20 quarters or more. We believe that the equity compensation program provides the appropriate balance to encourage long-term performance without excessive risk-taking. Incentive equity awards under the Plan vest over time and require continued service to ARMOUR.

Compensation Philosophy

Our success is dependent, in large part, on our ability through our Management Agreement with ACM and our equity incentive program to attract, motivate and retain high-performing executives who are committed to our core values of stockholder value, prudent risk-taking and integrity. The REIT and mortgage investment industry is highly competitive and attracting and retaining experienced professionals represents a comparative advantage. We compete with a large number of REIT companies, funds, financial institutions and specialty finance companies for executive talent which has significant career mobility. Many of those companies are privately owned and/or have significantly larger market capitalization than we do. Accordingly, they may have significantly more flexibility and resources as it relates to compensating their key professionals. We are a specialized company in a highly competitive industry and our ability to attract, retain and reward our executive officers and other key professionals is essential to maintaining our competitive position. We strongly believe that offering incentives in the form of equity awards is critical to our ability to do so and aligns the interests of our named executive officers and other key professionals with those of our stockholders.

The Compensation Committee’s objectives in overseeing and administering our equity compensation program are to:

•focus decision-making and behavior on goals that are consistent with our overall business strategy without threatening the long-term viability of our company;

•attract, retain and motivate highly-skilled executive officers that will contribute to our successful performance;

•align the interests of our named executive officers with the interests of our stockholders by motivating executives to increase long-term stockholder value while employing appropriate risk management;

•provide compensation opportunities that are competitive within industry standards thereby reflecting the value of the position in the marketplace;

•support a culture committed to paying for performance where compensation is commensurate with the level of performance achieved; and

•maintain flexibility and discretion to allow us to recognize the unique characteristics of our operations and strategy, and our prevailing business environment, as well as changing labor market dynamics.

We take a disciplined approach to the expense management of our compensation programs. The Compensation Committee has historically limited, and intends to continue to limit, the total equity awards granted in any given year to no more than 1.25% of the weighted-average shares of common stock outstanding for the year (see the table below for more information). Since 2021, our awards vest ratably over a period of 20 or more quarters for directors, and 25 or more quarters for executive officers. These vesting schedules are designed to both further the retention, incentive and goal alignment objectives of the awards as well as to appropriately apportion the expense of the awards.


Fiscal Year	Burn Rate (1)		Adjusted Burn Rate (2)		Realized Dilution Rate (3)
2025	0.24	%	0.60	%	0.06	%
2024	—	%	—	%	0.11	%
2023	0.60	%	1.50	%	0.14	%
2022	—	%	—	%	0.17	%
2021	0.79	%	1.98	%	0.29	%

(1)Total equity awards granted in a fiscal year divided by total weighted-average shares of common stock outstanding for the year. No grants were awarded in 2024, other than the reallocated grants to Mr. Harper, or in 2022.

(2)Total equity awards granted in a fiscal year divided by total weighted-average shares of common stock outstanding for the year weighted by a factor of 2.5.

(3)Total equity awards issued, net of withholdings, divided by total weighted-average shares of common stock outstanding for the year ended December 31, 2025.

We have proactively managed the overall affordability of our equity compensation programs to limit dilutive effects to our stockholders and, in each year since our initial public offering, have consistently returned a significant amount of cash to our stockholders through dividends and share repurchases. Dividends paid on our common stock from 2010 through 2025 totaled approximately $2.4 billion, which has been comprised of returns of capital and earnings for a particular period, if any. Additionally, during 2025, we repurchased 1,350,702 common shares, capturing an estimated $19.9 million in incremental value for continuing stockholders.

The ability to appropriately use our stock as part of our compensation program is also important to our continued success because it fosters a pay-for-performance culture, which is an important element of our overall compensation program. We believe that equity compensation motivates our named executive officers and other key professionals to create stockholder value because the value they realize from equity compensation is based on our common stock performance.

The Compensation Committee will consider placing conditions on the granting and vesting of future awards based on meeting appropriate performance targets focused on our absolute and relative performance compared to comparable companies. The Compensation Committee is committed to overseeing the ongoing review and evaluation of our named executive officer compensation levels and program.

It is the Compensation Committee’s view that compensation decisions are best made after a deliberate review of Company and individual performance, as well as mortgage REIT industry compensation levels, within the risk parameters established by management and the Board of Directors. See "ARMOUR’s Mortgage REIT Peer Group" on page 24 for a discussion of our peer group. Consistent with this view, the Compensation Committee periodically assesses our performance within the context of the mortgage REIT industry’s overall performance and internal performance standards and oversees and evaluates individual executive officer performance relative to the performance expectations for their respective position.

The Compensation Committee makes all Company equity compensation decisions related to the named executive officers. When making equity compensation decisions for our named executive officers, the Compensation Committee seeks input from members of the Board of Directors and, with respect to our non-CEO executive officers, Scott J. Ulm, our Chief Executive Officer. The Compensation Committee engages in discussions and makes final determinations related to equity compensation paid to the named executive officers.

ARMOUR Third Amended and Restated 2009 Stock Incentive Plan

In 2009, we adopted the Plan to attract, retain and reward directors, officers and other employees, and other persons who provide services to us (“Eligible Individuals”). The Plan allows us to grant a variety of stock-based and cash-based awards to Eligible Individuals. The Plan is administered by the Compensation Committee. The Plan provides for grants of common stock, restricted shares of common stock, stock options, performance shares, performance units, restricted stock units, stock appreciation rights and other equity-based and cash-based awards. The Compensation Committee has the full authority to administer and interpret the Plan, to authorize the granting of awards, to determine the eligibility to receive an award, to determine the number of shares of common stock to be covered by each award (subject to the limitations provided in the Plan), to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the Plan), to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. In connection with this authority, the Compensation Committee may, among other things, establish required periods of service and/or performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The Compensation Committee administering the Plan is composed exclusively of individuals intended to be, to the extent required by Rule 16b-3 of the Exchange Act, non-employee directors.

Available Shares

The Plan provides for grants of common stock, restricted shares of common stock, stock options, performance shares, performance units, restricted stock units (“RSUs”), stock appreciation rights and other equity-based and cash-based awards. The total number of shares of common stock that may be issued under the Plan is 800,000 shares, of which 3,506 remained available for future issuance at December 31, 2025, and as of the date hereof.

The Plan allows for the Compensation Committee or the Board to expand the types of awards available under the Plan. The number of shares that may underlie awards in any one year to any Eligible Person will be determined by the Compensation Committee or the Board, subject to a maximum of 750,000 shares under the Plan. If an award granted under the Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards.

The following table provides information as of December 31, 2025 with respect to shares of common stock reserved for future issuance under our equity compensation plans:


Plan Category	Number of Securities to be Issued upon the Vesting of Stock Awards Outstanding	Weighted-Average Exercise Price of Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
Equity Compensation Plans Approved by Stockholders (1)	325,251	(2)	3,506
Equity Compensation Plans Not Approved by Stockholders	—	—	—
Total	325,251	—	3,506

(1)Consists of the Plan under which the Compensation Committee or Board of Directors generally grants common stock, restricted shares of common stock, stock options, performance units, RSUs and stock appreciation rights to officers and directors of ARMOUR and employees of our manager, ACM.

(2)All outstanding awards represent unvested RSUs. No stock options, warrants or similar rights are outstanding.

Awards under the Plan

Restricted Shares of Common Stock. A restricted share award is an award of shares of common stock that is subject to restrictions on transferability and such other restrictions, if any, the Compensation Committee may impose at the date of grant. Grants of restricted shares of common stock will be subject to vesting schedules as determined by the Compensation Committee. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the Compensation Committee may determine. Except to the extent restricted under the award agreement relating to the restricted shares of common stock, a participant granted restricted shares of common stock has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive dividends or distributions on the restricted shares of common stock. Such dividends and distributions, however, may be held in escrow until all restrictions on the underlying shares have lapsed. Although dividends may be paid on restricted shares of common stock, whether or not vested, at the same rate and on the same date as on shares of our common stock, holders of restricted shares of common stock are generally prohibited from selling such shares until they vest.

Stock Options and Stock Appreciation Rights. A stock option is a right to purchase a specified number of shares of our common stock at an exercise price established at the date of grant. Stock options granted may be either non-qualified stock options or incentive stock options (which are intended to qualify as “incentive stock options” within Section 422 of the Code). A stock appreciation right (“SAR”) entitles the recipient to receive, upon surrender of the SAR, an amount of cash or number of shares of our common stock having a fair market value equal to the positive difference, if any, between the fair market value of one share of common stock on the date of exercise and the exercise price of the SAR. The Compensation Committee will specify at the time an option or SAR is granted, when and in what proportions an option or SAR becomes vested and exercisable in accordance with the Plan.

Performance-Based Awards. The Compensation Committee may grant performance awards, which may be cash or equity based, including performance units and performance shares. Generally, performance awards require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria as a condition of awards being granted or becoming exercisable, or as a condition to accelerating the timing of such events. The Compensation Committee will set the performance goals used to determine the amount payable pursuant to a performance award.

Other Awards. The Compensation Committee may also award to certain eligible persons shares of our common stock, RSUs or phantom shares or other awards whose value is based, in whole or in part, on our common

stock. Such awards may be in addition to any other awards made under the Plan, and subject to such other terms and restrictions as determined by the Compensation Committee in its discretion.

2025 Summary Compensation Table

The following table provides information regarding compensation earned by each of the Company’s named executive officers, including our principal executive officer ("PEO"), for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023. As described in the compensation discussion and analysis section included in this proxy statement, none of the named executive officers of the Company are employees of the Company and the Company did not directly pay any cash compensation to the named executive officers for or in such calendar years but did pay management fees to the Company's external manager, of which the NEOs are employees and certain of them are equity owners. See "Certain Relationships and Related Party Transactions" below for information about these management fees.


Name and Principal Positions (1)	Year	Stock Awards (2)
Scott J. Ulm Chief Executive Officer and Vice Chairman	2025	$	—
	2024	$	—
	2023	$	1,660,400



Gordon M. Harper Chief Financial Officer and Secretary	2025	$	985,200
	2024	$	418,139
	2023	$	498,120



Desmond E. Macauley Co-Chief Investment Officer and Head of Risk Management	2025	$	492,600
	2024	$	—
	2023	$	—
Sergey Losyev Co-Chief Investment Officer	2025	$	492,600
	2024	$	—
	2023	$	—

(1)Mr. Macauley and Mr. Losyev did not receive compensation from the Company in 2023 or 2024. Mr. Ulm did not receive compensation from the Company in 2024 or 2025.

(2)Represents the fair value of stock awards granted during the year as of the respective grant date calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation - Stock Compensation” ("ASC 718"). Each stock award was valued at the closing market price of our common stock on the date of respective grant, which reflects the value of future dividends. Accordingly, payments in lieu of dividends on unvested awards have been excluded. For additional information regarding assumptions underlying the valuation of equity awards and the calculation method, please refer to Note 10 to our Consolidated Financial Statements, which are contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

2025 Pay Versus Performance Table

The following table provides information in accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K promulgated under the Exchange Act.


													Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for PEO 1 (1)		Summary Compensation Table Total for PEO 2 (2)		Compensation Actually paid to PEO 1 (1)		Compensation Actually paid to PEO 2 (2)		Average Summary Compensation Table Total for Non-PEO NEOs (3)		Average Compensation Actually Paid to Non-PEO NEOs (4)		Total Shareholder Return (5)		Peer Group Total Shareholder Return (6)		Net Income (Loss)		Total Economic Return (7)
2025	$	—	$	—	$	74,100	$	74,100	$	656,800	$	728,512	$	73.74	$	125.29	$	322,686,865	12.8	%
2024	$	—	$	—	$	149,396	$	149,396	$	209,069	$	(184,960)	$	66.09	$	92.31	$	(14,393,939)	(2.6)	%
2023	$	1,660,400	$	1,660,400	$	706,293	$	706,293	$	830,200	$	402,134	$	58.40	$	85.16	$	(67,923,938)	(4.7)	%
2022	$	—	$	—	$	(750,654)	$	(750,654)	$	—	$	(142,055)	$	69.02	$	79.97	$	(229,930,299)	(32.4)	%
2021	$	1,986,090	$	1,986,090	$	1,823,636	$	1,823,636	$	184,667	$	170,850	$	101.18	$	102.70	$	15,362,714	(6.4)	%

(1)In the years 2021 through 2023 and until mid March 2024, Scott J. Ulm served as one of the Company's Co-Chief Executive Officers. From mid March 2024 to present, Scott J. Ulm serves as the Company's Chief Executive Officer.

(2)In the years 2021 through 2023 and until mid March 2024, Jeffrey J. Zimmer served as one of the Company's Co-Chief Executive Officers. From mid March 2024 to present, he serves as an ex-officio, non-voting special advisor to the Board.

(3)The following tables set forth the amounts subtracted from the Summary Compensation Table Total and the amounts added back during each year represented in the Pay versus Performance table to arrive at Compensation Actually Paid to each PEO and our Non PEO NEOs during the years presented. Equity values are calculated in accordance with ASC Topic 718.

(4)In the years 2021 through 2023 the Non-PEO NEOs consisted of James R. Mountain, Mark R. Gruber and Gordon M. Harper. In 2024, the Non-PEO NEOs consisted of James R. Mountain and Gordon M. Harper. In 2025, the Non-PEO NEO's consisted of Gordon M. Harper, Desmond Macauley and Sergey Losyev.

(5)Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in our common stock on December 31, 2020. See graphs below for the relationship between Total Shareholder Return and other metrics in this table.

(6)Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the six companies in the FTSE NAREIT Mortgage REIT Home Financing Index that constitute our peer group on December 31, 2020. The Peer Group Total Shareholder Return is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. ARMOUR’s Mortgage REIT Peer Group, which, along with the FTSE NAREIT Mortgage REIT Home Financing Index, is described on page 24, is composed of: AGNC Investment Corp. (weighted average contribution for the years indicated: 34.51, 25.53, 29.22, 34.63, 45.29), Dynex Capital, Inc. (weighted average contribution for the years indicated: 2.68, 2.54, 3.15, 4.26, 8.1), Invesco Mortgage Capital (weighted average contribution for the years indicated: 3.79, 1.94, 1.91, 2.08, 2.35), Annaly Capital Management (weighted average contribution for the years indicated: 49.57, 42.56, 42.99, 43.55, 60.16), Orchid Island Capital (weighted average contribution for the years indicated: 3.48, 1.51, 1.94, 2.59, 5.08), and Two Harbors Investment Corporation (weighted average contribution for the

years indicated: 8.67, 5.88, 5.95, 5.21, 4.31). The Company has used this peer group for its pay versus performance calculations in each of its 2023, 2024 and 2025 proxy statements as well as this proxy statement.

(7)Total Economic Return is calculated by adding the year-end book value per common share for the particular year plus dividends paid per common share for such year and then dividing the sum by book value per common share at the beginning of the year. Book value per common share is calculated as total stockholders' equity, less the liquidation preference on shares of our outstanding Series C Preferred Stock, divided by common shares outstanding.


Adjustments made to Determine Compensation Actually Paid		2025		2024		2023		2022		2021
Summary Compensation Table Total	PEO 1	$	—	$	—	$	1,660,400	$	—	$	1,986,090
	PEO 2	$	—	$	—	$	1,660,400	$	—	$	1,986,090
	Average Non PEO NEOs	$	656,800	$	209,069	$	830,200	$	—	$	184,667

Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table	PEO 1	$	—	$	—	$	(1,660,400)	$	—	$	(1,986,090)
	PEO 2	$	—	$	—	$	(1,660,400)	$	—	$	(1,986,090)
	Average Non PEO NEOs	$	(656,800)	$	(209,069)	$	(830,200)	$	—	$	(184,667)

Increase for year-end fair value of awards granted during year that remain unvested as of year-end	PEO 1	$	—	$	—	$	927,360	$	—	$	1,487,687
	PEO 2	$	—	$	—	$	927,360	$	—	$	1,487,687
	Average Non PEO NEOs	$	601,460	$	27,158	$	463,680	$	—	$	137,340

Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that were outstanding and unvested as of year-end	PEO 1	$	(47,093)	$	(24,734)	$	(629,491)	$	(685,729)	$	(233,446)
	PEO 2	$	(47,093)	$	(24,734)	$	(629,491)	$	(685,729)	$	(233,446)
	Average Non PEO NEOs	$	(44,304)	$	(9,439)	$	(240,176)	$	(108,680)	$	(43,407)

Increase for fair value as of the vesting dates for awards granted during year that vest during the year	PEO 1	$	—	$	—	$	185,620	$	—	$	308,016
	PEO 2	$	—	$	—	$	185,620	$	—	$	308,016
	Average Non PEO NEOs	$	95,680	$	32,396	$	92,810	$	—	$	29,760

Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to that year that vested during year	PEO 1	$	(15,818)	$	(8,059)	$	(154,702)	$	(309,989)	$	(72,677)
	PEO 2	$	(15,818)	$	(8,059)	$	(154,702)	$	(309,989)	$	(72,677)
	Average Non PEO NEOs	$	(8,580)	$	(2,102)	$	(52,980)	$	(76,466)	$	(17,862)

Deduction for fair value of awards granted prior to year that were forfeited during year	PEO 1	$	—	$	—	$	—	$	—	$	—
	PEO 2	$	—	$	—	$	—	$	—	$	—
	Average Non PEO NEOs	$	—	$	(266,616)	$	—	$	—	$	—

Increase based on dividends or other earnings Paid during year prior to vesting date of award	PEO 1	$	137,011	$	182,189	$	377,506	$	245,064	$	334,056
	PEO 2	$	137,011	$	182,189	$	377,506	$	245,064	$	334,056
	Average Non PEO NEOs	$	84,256	$	33,643	$	138,800	$	43,091	$	65,019
Continued


Total Adjustments	PEO 1	$	74,100	$	149,396	$	(954,107)	$	(750,654)	$	(162,454)
	PEO 2	$	74,100	$	149,396	$	(954,107)	$	(750,654)	$	(162,454)
	Average Non PEO NEOs	$	71,712	$	(394,029)	$	(428,066)	$	(142,055)	$	(13,817)

Compensation Actually Paid	PEO 1	$	74,100	$	149,396	$	706,293	$	(750,654)	$	1,823,636
	PEO 2	$	74,100	$	149,396	$	706,293	$	(750,654)	$	1,823,636
	Average Non PEO NEOs	$	728,512	$	(184,960)	$	402,134	$	(142,055)	$	170,850

Important Factors

The following is a list of the most important factors used by the Company to link executive compensation actually paid to the PEOs and Non-PEO NEOs. The Compensation Committee reviews such factors periodically and, accordingly, such factors remain subject to revision and refinement.

(1)Economic return.

(2)Total shareholder return.

(3)Common equity growth through efficient use of the Company's at-the-market common stock offering program.

(4)Equity growth in percentage terms as compared to the peer group.

(5)CEO open market purchases of Company common stock as compared to open market purchases of common stock by peer group CEOs.

(6)Strategic implementation and sale of a preferred stock program as compared to the Company's peer group.

(7)Total expenses of the Company as a percentage of its total stockholders' equity, relative to its peers.

Relationship Between Compensation Actually Paid and Financial Performance

The charts below describe the relationship between compensation actually paid to each of our Co-PEOs and Non-PEO NEOs (as calculated above) and our financial and stock performance.

The foregoing disclosures relating to Pay Versus Performance shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference.

2025 Grants of Plan-Based Awards

The following table sets forth information on the holdings of equity awards by our named executive officers granted in 2025.


Name (1)	Date of Grant	Stock Awards: Number of Shares	Grant Date Fair Value of Stock Awards (2)


Gordon M. Harper	4/28/2025	60,000	$	985,200
Desmond Macauley	4/28/2025	30,000	$	492,600
Sergey Losyev	4/28/2025	30,000	$	492,600

(1)<

SEC Form DEF 14A filed by ARMOUR Residential REIT Inc.