Armour住宅房产美股招股说明书(2025-07-25版)

On July 25, 2025, we entered into Amendment No. 6 (the “Sales Agreement Amendment,” and together with the SalesAgreement (as defined below), the “Amended Sales Agreement”) pursuant to which we increased by 9,500,000 the number of sharesof common stock, par value $0.001 per share, that may be offered and sold under our equity sales agreement dated July 26, 2023, with BUCKLER Securities LLC (“BUCKLER”), B. Riley Securities, Inc. (“B. Riley Securities”), Citizens JMP Securities, LLC (“CitizensCapital Markets”), JonesTrading Institutional Services LLC (“Jones”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”)as sales agents, as amended by Amendment No. 1 dated October 25, 2023, pursuant to which StockBlock Securities LLC(“StockBlock”) was added as an agent, as further amended by Amendment No. 2 dated June 20, 2024 (“Amendment No. 2”), pursuantto which BTIG, LLC (“BTIG”) was added as an agent, as further amended by Amendment No. 3 dated August 23, 2024, pursuant towhich the number of shares of our common stock that may be offered and sold under the agreement was increased by 25,000,000, asfurther amended by Amendment No. 4 dated September 20, 2024, pursuant to which Janney Montgomery Scott LLC (“Janney”) wasadded as an agent, as further amended by Amendment No. 5 dated February 13, 2025, pursuant to which the number of shares of ourcommon stock that may be offered and sold under the agreement was increased by 15,000,000 (as so amended, the “SalesAgreement”); each of BUCKLER, B. Riley Securities, BTIG, Citizens Capital Markets, Janney, Jones, Ladenburg Thalmann andStockBlock, individually, an “Agent” and, collectively, the “Agents.” In accordance with the terms of the Amended Sales Agreement,we may, from time to time, issue and sell up to 17,732,711 shares of our common stock through or to the Agents, representing thenumber of shares that remained unsold under the Sales Agreement, in addition to the offer of an additional 9,500,000 shares. Allreferences to “Agents” in this prospectus supplement refer initially to the Agents above, individually or collectively, as applicable, andthereafter to the Agents above and such other agents as may be designated by us from time to time in the future. All share numbers inthis prospectus supplement and the accompanying prospectus reflect our one-for-five reverse stock split of our common stock,effective on September 29, 2023. This prospectus supplement amends and restates in its entirety the prospectus supplement datedFebruary 13, 2025, filed in connection with Amendment No. 5 and the common stock to which this prospectus supplement relates isoffered pursuant to the terms of the Amended Sales Agreement. sales price per share of our common stock sold through such Agent, under the Amended Sales Agreement. In connection with the saleof shares of our common stock on our behalf, the Agents will be deemed to be “underwriters” within the meaning of the Securities Act,and the compensation of the Agents will be deemed to be underwriting commissions or discounts. subject to the conditions of the Amended Sales Agreement, to sell the common stock offered on terms agreed by the Agents and us. Wecannot predict the number of shares that we may sell hereby or if any shares will be sold. There is no arrangement for funds to bereceived in an escrow, trust or similar arrangement. than 9.8% by value or number of shares, whichever is more restrictive, of our outstanding shares of common stock. In addition, ourcharter contains various other restrictions on the ownership and transfer of our common stock.Investing in our securities involves risks. You should carefully consider the risks described or referred to under “Risk Factors” and the accompanying prospectus, as well as in the other information contained or incorporated by reference in this prospectussupplement hereto and the accompanying prospectus, before making a decision to invest in our securities. BUCKLER SECURITIES LLC B. RILEYSECURITIESBTIGCitizensCapitalMarketsJanneyMontgomery ScottJONESLADENBURGTHALMANNSTOCKBLOCK This prospectus supplement is a supplement to the accompanying prospectus that is also a part of this document. This Securities and Exchange Commission, or SEC or Commission, using a"shelf" registration process. This prospectus supplement andthe accompanying prospectus contain specific information about us and the terms on which we are offering and selling shares of ourcommon stock. To the extent that any statement made in this prospectus supplement is inconsistent with statements made in theprospectus, the statements made in the prospectus will be deemed modified or superseded by those made in this prospectus as of any date other than the dates on the front of those documents.References in this prospectus supplement to “we,” “us,” “our,” “ARMOUR” or the “Company” are to ARMOUR ResidentialREIT, Inc. References to “ACM” or “Manager” are to ARMOUR Capital Management LP, a Delaware limited partnership andinvestm