On May 26, 2017, ARMOUR Residential REIT, Inc. (ARMOUR or the
Company) entered into an ATM Equity
Offering^SM>Sales Agreement (the Sales Agreement)
with Merrill Lynch, Pierce, Fenner Smith Incorporated (the Agent)
and the Companys external manger, ARMOUR Capital Management LP, a
Delaware limited partnership (the Manager), to which the Company
may offer and sell, over a period of time and from time to time,
through the Agent, as the Companys agent, or to the Agent, for
resale, up to 5,000,000 shares of the Companys common stock, par
value $0.001 per share. The Sales Agreement relates to a proposed
at-the-market offering program (the Offering).

The common shares to be sold in the Offering will be issued to a
prospectus dated May 1, 2015, and a prospectus supplement (the
ATM Prospectus Supplement) filed with the Securities and Exchange
Commission (the SEC) on May 26, 2017, in connection with the
Companys effective shelf registration statement on Form S-3
(Registration No. 333-203813) (the Registration Statement). Sales
of the Companys common shares through the Agent, if any, will be
made in amounts and at times to be determined by the Company from
time to time, but neither the Company nor the Agent has an
obligation to sell any of the shares in the offering. Actual
sales will depend on a variety of factors to be determined by the
Company from time to time, including (among others) market
conditions, the trading price of the Companys common shares and
determinations by the Company of the appropriate sources of
funding for the Company. Under the Sales Agreement, the Agent has
agreed to use commercially reasonable efforts consistent with its
normal trading and sales practices to sell common shares in
agency transactions. The Sales Agreement provides that the Agent
will be entitled to compensation of 2.0% of the gross sales price
per share for any of the common shares sold under the Sales
Agreement in agency transactions. In addition, the Company may
also sell common shares to the Agent as principal for its own
account at prices agreed upon at the time of sale. However, the
Agent has no obligation to agree to purchase common stock as
principal.

Sales of the common shares, if any, under the Sales Agreement may
be made by means of transactions that are deemed to be
at-the-market offerings as defined in Rule 415 under the
Securities Act of 1933, as amended, including ordinary brokers
transactions on the New York Stock Exchange or otherwise at
market prices prevailing at the time of sale, at prices related
to prevailing market prices or at negotiated prices. Neither the
Company nor the Agent has an obligation to sell any of the common
shares in the offering, and either party may at any time suspend
solicitation and offers under the Sales Agreement or terminate
the Sales Agreement. The Company intends to use the proceeds from
any sales to acquire additional target assets in accordance with
its objectives and strategies and for general corporate purposes.

The Sales Agreement contains customary representations,
warranties and agreements of the Company and the Manager and
customary conditions to completing future sale transactions,
indemnification rights and obligations of the parties and
termination provisions.

The Sales Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference. The
foregoing description of the Sales Agreement and the transactions
contemplated thereby is qualified in its entirety by reference to
Exhibit 1.1.

The Company is also filing this Current Report on Form 8-K to
provide legal opinions regarding the validity of the shares of
common stock to be issued and sold in the Offering and regarding
certain tax matters with respect to the Company and the shares of
common stock to be issued in the Offering, which opinions are
attached hereto as Exhibits 5.1 and 8.1, respectively, and are
incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits