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☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Maryland			001-34766			26-1908763
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

3001 Ocean Drive, Suite 201, Vero Beach, FL  32963

(Address of principal executive offices)(zip code)

(772) 617-4340

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbols

Name of Exchange on which registered

Preferred Stock, 7.00% Series C Cumulative Redeemable

ARR-PRC

New York Stock Exchange

Common Stock, $0.001 par value

ARR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

PART I. Financial Information			1
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosures about Market Risk			52
Item 4. Controls and Procedures			55
PART II. Other Information			56
Item 1. Legal Proceedings			56
Item IA. Risk Factors			56
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			56
Item 3. Defaults Upon Senior Securities			56
Item 4. Mine Safety Disclosures			56
Item 5. Other Information			56
Item 6. Exhibits			56
Signatures			57

(in thousands, except per share)

						March 31, 2022						December 31, 2021
Assets
Cash						$	316,852					$	337,664
Cash collateral posted to counterparties						9,297						18,552
Investments in securities, at fair value
Agency Securities (including pledged securities of $5,554,860 at March 31, 2022 and $3,995,804 at December 31, 2021)						6,399,346						4,406,521
U.S. Treasury Securities (including pledged securities of $1,104,970 at March 31, 2022 and $98,859 at December 31, 2021)						1,258,020						198,833
Derivatives, at fair value						543,229						199,073
Accrued interest receivable						17,412						10,570
Prepaid and other						57,733						1,094
Subordinated loan to BUCKLER						105,000						105,000
Total Assets						$	8,706,889					$	5,277,307
Liabilities and Stockholders’ Equity
Liabilities:
Repurchase agreements						$	6,440,004					$	3,948,037
Cash collateral posted by counterparties						549,658						171,060
Payable for unsettled purchases						687,250						—
Derivatives, at fair value						531						10,900
Accrued interest payable- repurchase agreements						964						944
Accounts payable and other accrued expenses						6,547						2,727
Total Liabilities						$	7,684,954					$	4,133,668
Commitments and contingencies (Note 8)
Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized; 7.00% Series C Cumulative Preferred Stock; 6,847 shares issued and outstanding ($25.00 per share liquidation preference)						7						7
Common stock, $0.001 par value, 200,000 shares authorized; 100,361 shares and 94,152 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively.						100						94
Additional paid-in capital						3,458,492						3,403,127
Cumulative distributions to stockholders						(1,870,058)						(1,837,955)
Accumulated net loss						(595,041)						(528,607)
Accumulated other comprehensive income						28,435						106,973
Total Stockholders’ Equity						$	1,021,935					$	1,143,639
Total Liabilities and Stockholders’ Equity						$	8,706,889					$	5,277,307

See financial statement notes (unaudited).

												For the Three Months Ended March 31,
																		2022						2021
Interest Income:
Agency Securities, net of amortization of premium and fees																		$	27,681					$	18,558
U.S. Treasury Securities																		5,641						—
BUCKLER Subordinated loan																		19						17
Total Interest Income																		$	33,341					$	18,575
Interest expense- repurchase agreements																		(2,406)						(2,427)
Interest expense- U.S. Treasury Securities sold short																		—						(87)
Net Interest Income																		$	30,935					$	16,061
Other Income (Loss):
Realized gain on sale of available for sale Agency Securities (reclassified from Other Comprehensive Loss)																		—						7,354
Loss on Agency Securities, trading																		(254,389)						(62,586)
Loss on U.S. Treasury Securities																		(78,387)						—
Loss on short sale of U.S. Treasury Securities																		—						(28)
Subtotal																		$	(332,776)					$	(55,260)
Realized loss on derivatives (1)																		(102,065)						(27,360)
Unrealized gain on derivatives																		346,699						145,980
Subtotal																		$	244,634					$	118,620
Total Other Income (Loss)																		$	(88,142)					$	63,360
Expenses:
Management fees																		8,140						7,437
Professional fees																		620						738
Insurance																		200						193
Compensation																		1,409						1,676
Other																		808						450
Total Expenses																		$	11,177					$	10,494
Less management fees waived																		(1,950)						(2,400)
Total Expenses after fees waived																		$	9,227					$	8,094
Net Income (Loss)																		$	(66,434)					$	71,327
Dividends on preferred stock																		(2,995)						(2,486)
Net Income (Loss) available (related) to common stockholders																		$	(69,429)					$	68,841
(Continued)

												For the Three Months Ended March 31,
																		2022						2021
Net Income (Loss) per share available (related) to common stockholders (Note 11):
Basic																		$	(0.72)					$	1.04
Diluted																		$	(0.72)					$	1.03
Dividends declared per common share																		$	0.30					$	0.30
Weighted average common shares outstanding:
Basic																		96,226						65,964
Diluted																		96,226						67,018

(1) Interest expense related to our interest rate swap contracts is recorded in realized loss on derivatives on the consolidated statements of operations. For additional information, see financial statement Note 7.

See financial statement notes (unaudited).

												For the Three Months Ended March 31,
																		2022						2021
Net Income (Loss)																		$	(66,434)					$	71,327
Other comprehensive loss:
Reclassification adjustment for realized gain on sale of available for sale Agency Securities																		—						(7,354)
Net unrealized loss on available for sale Agency Securities																		(78,538)						(34,880)
Other Comprehensive Loss																		$	(78,538)					$	(42,234)
Comprehensive Income (Loss)																		$	(144,972)					$	29,093

See financial statement notes (unaudited).

						Shares												Par
						Preferred Stock						Common Stock						Preferred Stock						Common Stock						Additional Paid-in Capital						Cumulative Distributions to Stockholders						Accumulated Net Loss						Accumulated Other Comprehensive Income (Loss)						Total Stockholders'Equity
Balance, December 31, 2021						6,847						94,152						$	7					$	94					$	3,403,127					$	(1,837,955)					$	(528,607)					$	106,973					$	1,143,639
Comprehensive Income (loss)						—						—						—						—						—						—						(66,434)						(78,538)						(144,972)
Issuance of common stock, net						—						6,162						—						6						54,430						—						—						—						54,436
Stock based compensation, net of withholding requirements						—						47						—						—						935						—						—						—						935
Preferred stock dividends						—						—						—						—						—						(2,995)						—						—						(2,995)
Common stock dividends						—						—						—						—						—						(29,108)						—						—						(29,108)
Balance, March 31, 2022						6,847						100,361						$	7					$	100					$	3,458,492					$	(1,870,058)					$	(595,041)					$	28,435					$	1,021,935

See financial statement notes (unaudited).

						For the Three Months Ended March 31,
						2022						2021
Cash Flows From Operating Activities:
Net Income (Loss)						$	(66,434)					$	71,327
Adjustments to reconcile net income (loss) to net cash and cash collateral posted to counterparties provided by (used in) operating activities:
Net amortization of premium on Agency Securities						7,486						15,795
Net amortization (accretion) of U.S. Treasury Securities						(801)						—
Realized gain on sale of Agency Securities, available for sale						—						(7,354)
Loss on Agency Securities, trading						254,389						62,586
Loss on U.S. Treasury Securities						78,387						—
Loss on short sale of U.S. Treasury Securities						—						28
Stock based compensation						935						1,199
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest receivable						(6,064)						1,952
Increase in prepaid and other assets						(917)						(7,715)
Change in derivatives, at fair value						(354,525)						(117,813)
Increase (decrease) in accrued interest payable- repurchase agreements						20						(610)
Increase in accounts payable and other accrued expenses						3,820						1,802
Net cash and cash collateral posted to counterparties provided by (used in) operating activities						$	(83,704)					$	21,197
Cash Flows From Investing Activities:
Purchases of Agency Securities						(1,778,122)						—
Purchases of U.S. Treasury Securities						(2,654,611)						(390,126)
Principal repayments of Agency Securities						131,356						278,722
Proceeds from sales of Agency Securities						—						405,050
Proceeds from sales of U.S. Treasury Securities						1,470,125						390,098
Disbursements on reverse repurchase agreements						—						(391,125)
Receipts from reverse repurchase agreements						—						391,125
Increase in cash collateral posted by counterparties						378,598						120,426
Net cash and cash collateral posted to counterparties provided by (used in) investing activities						$	(2,452,654)					$	804,170
Cash Flows From Financing Activities:
Issuance of Series C Preferred stock, net of expenses						—						28,173
Issuance of common stock, net of expenses						46,427						52,960
Proceeds from repurchase agreements						16,191,551						7,044,307
Principal repayments on repurchase agreements						(13,699,584)						(7,769,582)
Series C Preferred stock dividends paid						(2,995)						(2,486)
Common stock dividends paid						(29,108)						(20,057)
Net cash and cash collateral posted to counterparties provided by (used in) financing activities						$	2,506,291					$	(666,685)
Net increase (decrease) in cash and cash collateral posted to counterparties						(30,067)						158,682
Cash and cash collateral posted to counterparties - beginning of period						356,216						171,668
Cash and cash collateral posted to counterparties - end of period						$	326,149					$	330,350
(Continued)

						For the Three Months Ended March 31,
						2022						2021
Supplemental Disclosure:
Cash paid during the period for interest						$	19,371					4,193
Non-Cash Investing Activities:
Receivable for unsettled sales						$	47,713					358,670
Payable for unsettled purchases						$	(687,250)					(295,991)
Net unrealized loss on available for sale Agency Securities						$	(78,538)					(34,880)
Non-Cash Financing Activities:
Amounts receivable for issuance of common stock						$	8,009					—

See financial statement notes (unaudited).

References to "we," "us," "our," or the "Company" are to ARMOUR Residential REIT, Inc. ("ARMOUR") and its subsidiaries. References to "ACM" are to ARMOUR Capital Management LP, a Delaware limited partnership. ARMOUR owns a 10.0% equity interest in BUCKLER Securities LLC ("BUCKLER"). BUCKLER is a Delaware limited liability company and a FINRA-regulated broker-dealer, controlled by ACM and certain executive officers of ARMOUR. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report.

ARMOUR is an externally managed Maryland corporation incorporated in 2008. The Company is managed by ACM, an investment advisor registered with the Securities and Exchange Commission (the "SEC"), (see Note 8 - Commitments and Contingencies and Note 14 - Related Party Transactions). We have elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Our qualification as a REIT depends on our ability to meet, on a continuing basis, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the concentration of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code and our manner of operations enables us to meet the requirements for taxation as a REIT for federal income tax purposes. As a REIT, we will generally not be subject to federal income tax on the REIT taxable income that we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to federal income tax at regular corporate rates. Even if we qualify as a REIT for U.S. federal income tax purposes, we may still be subject to some federal, state and local taxes on our income.

At March 31, 2022 and December 31, 2021, we invested in mortgage backed securities ("MBS"), issued or guaranteed by a United States ("U.S.") Government-sponsored entity ("GSE"), such as the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac"), or a government agency such as Government National Mortgage Administration ("Ginnie Mae") (collectively, "Agency Securities"). Our Agency Securities consist primarily of fixed rate loans. The remaining are either backed by hybrid adjustable rate or adjustable rate loans. From time to time we have also invested in Credit Risk and Non-Agency Securities, Interest-Only Securities, U.S. Treasury Securities and money market instruments.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the SEC. Accordingly, the condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2022. These unaudited consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2021.

The unaudited consolidated financial statements include the accounts of ARMOUR Residential REIT, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the accompanying condensed consolidated financial statements include the valuation of MBS, including an assessment of the allowance for credit losses, and derivative instruments.

Cash includes cash on deposit with financial institutions. We may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes we are not exposed to significant credit risk due to the financial position and creditworthiness of the depository institutions in which those deposits are held.

Cash collateral posted to/by counterparties represents cash posted by us to counterparties or posted by counterparties to us as collateral. Cash collateral posted to/by counterparties may include collateral for interest rate swap contracts, interest rate swaptions, basis swap contracts, futures contracts, repurchase agreements on our MBS and our Agency Securities purchased or sold on a to-be-announced basis ("TBA Agency Securities").

Our investments in securities are generally classified as either available for sale or trading securities. Management determines the appropriate classifications of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date.

Available for Sale Securities represent investments that we intend to hold for extended periods of time and are reported at their estimated fair values with unrealized gains and losses excluded from earnings and reported as part of the consolidated statements of comprehensive income (loss).

Trading Securities are reported at their estimated fair values with gains and losses included in Other Income (Loss) as a component of the consolidated statements of operations.

We account for purchases and sales of securities on the trade date, including purchases and sales for forward settlement. Receivables and payables for unsettled trades represent the agreed trade price multiplied by the outstanding balance of the securities at the balance sheet date.

Accrued interest receivable includes interest accrued between payment dates on securities and interest on unsettled sales of securities. Accrued interest payable includes interest on unsettled purchases of securities and interest on repurchase agreements. At certain times, we may have interest payable on U.S. Treasury Securities sold short.

We finance the acquisition of the majority of our MBS through the use of repurchase agreements. Our repurchase agreements are secured by our MBS and bear interest rates that have historically moved in close relationship to the Federal Funds Rate and short-term London Interbank Offered Rate ("LIBOR") (prior to its dissolution), and more recently the Secured Overnight Funding Rate ("SOFR"). Under these repurchase agreements, we sell MBS to a lender and agree to repurchase the same MBS in the future for a price that is higher than the original sales price. The difference between the sales price that we receive and the repurchase price that we pay represents interest paid to the lender, which accrues over the life of the repurchase agreement. A repurchase agreement operates as a financing arrangement under which we pledge our MBS as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. We retain beneficial ownership of the pledged collateral. At the maturity of a repurchase agreement, we are required to repay the loan and concurrently receive back our pledged collateral from the lender or, with the consent of the lender, we may renew such agreement at the then prevailing interest rate. The repurchase agreements may require us to pledge additional assets to the lender in the event the estimated fair value of the existing pledged collateral declines.

In addition to the repurchase agreement financing discussed above, at certain times we have entered into reverse repurchase agreements with certain of our repurchase agreement counterparties. Under a typical reverse repurchase agreement, we purchase U.S. Treasury Securities from a borrower in exchange for cash and agree to sell the same securities in the future in exchange for a price that is higher than the original purchase price. The difference between the purchase price originally paid and the sale price represents interest received from the borrower. Reverse repurchase agreement receivables and repurchase agreement liabilities are presented net when they meet certain criteria, including being with the same counterparty, being governed by the same master repurchase agreement ("MRA"), settlement through the same brokerage or clearing account and maturing on the same day. We did not have any reverse repurchase agreements outstanding at March 31, 2022 and December 31, 2021.

We recognize all derivatives individually as either assets or liabilities at fair value on our consolidated balance sheets. All changes in the fair values of our derivatives are reflected in our consolidated statements of operations. We designate derivatives as hedges for tax purposes and any unrealized derivative gains or losses would not affect our distributable net taxable income. These transactions may include interest rate swap contracts, interest rate swaptions, basis swap contracts and futures contracts.

We also may utilize forward contracts for the purchase or sale of TBA Agency Securities. We account for TBA Agency Securities as derivative instruments if it is reasonably possible that we will not take or make physical delivery of the Agency Security upon settlement of the contract. We account for TBA dollar roll transactions as a series of derivative transactions. We may also purchase and sell TBA Agency Securities as a means of investing in and financing Agency Securities (thereby increasing our “at risk” leverage) or as a means of disposing of or reducing our exposure to Agency Securities (thereby reducing our “at risk” leverage). We agree to purchase or sell, for future delivery, Agency Securities with certain principal and interest terms and certain types of collateral, but the particular Agency Securities to be delivered are not identified until shortly before the TBA settlement date. We may also choose, prior to settlement, to move the settlement of these securities out to a later date by entering into an offsetting short or long position (referred to as a “pair off”), net settling the paired off positions for cash, and simultaneously purchasing or selling a similar TBA Agency Security for a later settlement date. This transaction is commonly referred to as a “dollar roll.” When it is reasonably possible that we will pair off a TBA Agency Security, we account for that contract as a derivative.

We assess impairment of available for sale securities at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation. We consider an impairment if we (1) intend to sell the available for sale securities, or (2) believe it is more likely than not that we will be required to sell the securities before recovery (for example, because of liquidity requirements or contractual obligations) and a credit impairment exists where fair value is less than amortized cost. Impairment losses recognized establish a new cost basis for the related available for sale securities.

Interest income is earned and recognized on Agency Securities based on their unpaid principal amounts and their contractual terms. Recognition of interest income commences on the settlement date of the purchase transaction and continues through the settlement date of the sale transaction. Premiums and discounts associated with the purchase of Multi-Family MBS, which are generally not subject to prepayment, are amortized or accreted into interest income over the contractual lives of the securities using a level yield method. Premiums and discounts associated with the purchase of other Agency Securities are amortized or accreted into interest income over the actual lives of the securities, reflecting actual prepayments as they occur. Purchase and sale transactions (including TBA Agency Securities) are recorded on the trade date to the extent it is probable that we will take or make timely physical delivery of the related securities. Gains or losses realized from sales of available for sale securities are reclassified into income from other comprehensive income and are determined using the specific identification method.

Interest income on U.S. Treasury Securities is recognized based on their unpaid principal amounts and their contractual terms. Recognition of interest income commences on the settlement date of the purchase transaction and continues through the settlement date of the sale transaction.

Comprehensive Income (Loss)

Comprehensive income (loss) refers to the sum of net income and other comprehensive income (loss). It represents all changes in equity during a period from transactions and other events from non-owner sources. It excludes all changes in equity during a period resulting from investments by owners and distributions to owners.

Our valuation techniques for financial instruments use observable and unobservable inputs. Observable inputs reflect readily obtainable data from third-party sources, while unobservable inputs reflect management’s market assumptions. The Accounting Standards Codification Topic No. 820, "Fair Value Measurement," classifies these inputs into the following hierarchy:

Level 1 Inputs - Quoted prices for identical instruments in active markets.

Level 2 Inputs - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs - Prices determined using significant unobservable inputs. Unobservable inputs may be used in situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period). Unobservable inputs reflect management’s assumptions about the factors that market participants would use in pricing an asset or liability and would be based on the best information available.

At the beginning of each quarter, we assess the assets and liabilities that are measured at fair value on a recurring basis to determine if any transfers between levels in the fair value hierarchy are needed.

The following describes the valuation methodologies used for our assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Any transfers between levels are assumed to occur at the beginning of the reporting period.    

Fair value for our investments in securities are based on obtaining a valuation for each security from third-party pricing services and/or dealer quotes. The third-party pricing services use common market pricing methods that may include pricing models that may incorporate such factors as coupons, prepayment speeds, spread to the Treasury curves and interest rate swap curves, duration, periodic and life caps and credit enhancement. If the fair value of a security is not available from the third-party pricing services or such data appears unreliable, we obtain pricing indications from up to three dealers who make markets in similar securities. Management reviews pricing used to ensure that current market conditions are properly reflected. This review includes, but is not limited to, comparisons of similar market transactions or alternative third-party pricing services, dealer pricing indications and comparisons to a third-party pricing model. Fair values obtained from the third-party pricing services for similar instruments are classified as Level 2 securities if the inputs to the pricing models used are consistent with the Level 2 definition. If quoted prices for a security are not reasonably available from the third-party pricing service, but dealer pricing indications are, the security will be classified as a Level 2 security. If neither is available, management will determine the fair value based on characteristics of the security that we receive from the issuer and based on available market information and classify it as a Level 3 security. U.S. Treasury Securities are classified as Level 1, as quoted unadjusted prices are available in active markets for identical assets.

The fair values of our interest rate swap contracts, interest rate swaptions, basis swaps and futures contracts are valued using information provided by third-party pricing services that incorporate common market pricing methods that may include current interest rate curves, forward interest rate curves and market spreads to interest rate curves and are classified as Level 2. We estimate the fair value of TBA Agency Securities based on similar methods used to value our Agency Securities and they are classified as Level 2. Management compares the pricing information received to dealer quotes to ensure that the current market conditions are properly reflected.

The following tables provide a summary of our assets and liabilities that are measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021.

March 31, 2022						Level 1						Level 2						Level 3						Balance
Assets at Fair Value:
Agency Securities						$	—					$	6,399,346					$	—					$	6,399,346
U.S. Treasury Securities						$	1,258,020					$	—					$	—					$	1,258,020
Derivatives						$	—					$	543,229					$	—					$	543,229
Liabilities at Fair Value:
Derivatives						$	—					$	531					$	—					$	531
December 31, 2021						Level 1						Level 2						Level 3						Balance
Assets at Fair Value:
Agency Securities						$	—					$	4,406,521					$	—					$	4,406,521
U.S. Treasury Securities						$	198,833					$	—					$	—					$	198,833
Derivatives						$	—					$	199,073					$	—					$	199,073
Liabilities at Fair Value:
Derivatives						$	—					$	10,900					$	—					$	10,900

There were no transfers of assets or liabilities between the levels of the fair value hierarchy during the three months ended March 31, 2022 or for the year ended December 31, 2021.

Excluded from the tables above are financial instruments, including cash, cash collateral posted to/by counterparties, receivables, the Subordinated loan to BUCKLER, payables and borrowings under repurchase agreements, which are presented in our consolidated financial statements at cost, which approximates fair value. The estimated fair value of these instruments is measured using "Level 1" or "Level 2" inputs at March 31, 2022 and December 31, 2021.

As of March 31, 2022 and December 31, 2021, our securities portfolio consisted of $7,657,366 and $4,605,354 of investment securities, at fair value, respectively, and $763,273 and $4,575,060 of TBA Agency Securities, at fair value, respectively. Our TBA Agency Securities are reported at net carrying value of $2,719 and $7,697, at March 31, 2022 and December 31, 2021, respectively, and are reported in Derivatives, at fair value on our consolidated balance sheets (see Note 7 - Derivatives). The net carrying value of our TBA Agency Securities represents the difference between the fair value of the underlying Agency Security in the TBA contract and the cost basis or the forward price to be paid or received for the underlying Agency Security.

The following tables summarize our investments in securities as of March 31, 2022 and December 31, 2021, excluding TBA Agency Securities (see Note 7 - Derivatives). Beginning in the second quarter of 2020, we designated Agency MBS purchased as “trading securities” for financial reporting purposes, and consequently, fair value changes for these investments will be reported in net income. We anticipate continuing this designation for newly acquired Agency MBS

						Available for Sale Securities						Trading Securities
						Agency						Agency						U.S. Treasuries						Totals
March 31, 2022
Balance, December 31, 2021						$	1,387,845					$	3,018,676					$	198,833					$	4,605,354
Purchases (1)						—						2,464,594						2,654,611						5,119,205
Proceeds from sales (2)						—						—						(1,517,838)						(1,517,838)
Principal repayments						(30,189)						(101,167)						—						(131,356)
Losses						(78,538)						(254,389)						(78,387)						(411,314)
(Amortization) accretion						(1,763)						(5,723)						801						(6,685)
Balance, March 31, 2022						$	1,277,355					$	5,121,991					$	1,258,020					$	7,657,366
Percentage of Portfolio						16.68		%				66.89		%				16.43		%				100.00		%
December 31, 2021
Balance, December 31, 2020						$	1,970,902					$	3,207,420					$	—					$	5,178,322
Purchases (1)						—						1,265,942						987,887						2,253,829
Proceeds from sales						(167,202)						(813,178)						(779,684)						(1,760,064)
Principal repayments						(339,393)						(531,592)						—						(870,985)
Gains (losses)						(61,106)						(77,145)						(9,391)						(147,642)
(Amortization) accretion						(15,356)						(32,771)						21						(48,106)
Balance, December 31, 2021						$	1,387,845					$	3,018,676					$	198,833					$	4,605,354
Percentage of Portfolio						30.14		%				65.55		%				4.31		%				100.00		%

(1)Purchases include cash paid during the period, plus payable for investment securities purchased during the period as of period end.

(2)Proceeds from sales include cash received during the period, plus receivables for investment securities sold during the period as of period end. The receivable is included in prepaid and other assets in our consolidated balance sheet at March 31, 2022.

At least quarterly, we evaluate our available for sale securities to determine if the available for sale securities in an unrealized loss position are impaired. No credit loss expense was incurred for the three months ended March 31, 2022 or for the three months ended March 31, 2021.

The table below presents the components of the carrying value and the unrealized gain or loss position of our available for sale securities at March 31, 2022 and December 31, 2021. Our available for sale securities had a weighted average coupon of 3.82% and 3.83% at March 31, 2022 and December 31, 2021, respectively.

Agency Securities						Principal Amount						Amortized Cost						Gross Unrealized Loss						Gross Unrealized Gain						Fair Value
March 31, 2022
Total Fannie Mae						$	1,050,660					$	1,074,388					$	(375)					$	28,317					$	1,102,330
Total Freddie Mac						155,761						161,932						(222)						775						162,485
Total Ginnie Mae						12,299						12,600						(69)						9						12,540
Total						$	1,218,720					$	1,248,920					$	(666)					$	29,101					$	1,277,355
December 31, 2021
Total Fannie Mae						$	1,063,403					$	1,088,209					$	(21)					$	99,138					$	1,187,326
Total Freddie Mac						172,550						179,385						(4)						7,797						187,178
Total Ginnie Mae						12,957						13,278						(20)						83						13,341
Total						$	1,248,910					$	1,280,872					$	(45)					$	107,018					$	1,387,845

The following table presents the unrealized losses and estimated fair value of our available for sale securities by length of time that such securities have been in a continuous unrealized loss position at March 31, 2022 and December 31, 2021. All of our available for sale securities are issued and guaranteed by GSEs or Ginnie Mae. The GSEs have a long term credit rating of AA+.

						Unrealized Loss Position For:
						< 12 Months												≥ 12 Months												Total
Agency Securities						Fair Value						Unrealized Losses						Fair Value						Unrealized Losses						Fair Value						Unrealized Losses
March 31, 2022						$	39,266					$	(623)					$	4,749					$	(43)					$	44,015					$	(666)
December 31, 2021						$	2,924					$	(17)					$	5,185					$	(28)					$	8,109					$	(45)

Actual maturities of available for sale securities are generally shorter than stated contractual maturities because actual maturities of available for sale securities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

The following table summarizes the weighted average lives of our available for sale securities at March 31, 2022 and December 31, 2021.

						March 31, 2022												December 31, 2021
Weighted Average Life of Available for Sale Securities						Fair Value						Amortized Cost						Fair Value						Amortized Cost
< 1 year						$	183					$	183					$	179					$	174
≥ 1 year and < 3 years						25,089						24,986						27,110						26,731
≥ 3 years and < 5 years						14,225						14,316						333,598						319,762
≥ 5 years						1,237,858						1,209,435						1,026,958						934,205
Total Available for Sale Securities						$	1,277,355					$	1,248,920					$	1,387,845					$	1,280,872

We use a third-party model to calculate the weighted average lives of our available for sale securities. Weighted average life is calculated based on expectations for estimated prepayments for the underlying mortgage loans of our available for sale securities. These estimated prepayments are based on assumptions such as interest rates, current and

The components of the carrying value of our trading securities at March 31, 2022 and December 31, 2021 are presented in the table below.

						Principal Amount						Amortized Cost						Gross Unrealized Loss						Gross Unrealized Gain						Fair Value
March 31, 2022
Agency Securities:
Total Fannie Mae						$	4,210,224					$	4,354,922					$	(254,365)					$	1,256					$	4,101,813
Total Freddie Mac						1,040,930						1,074,981						(55,003)						200						1,020,178
Total Agency Securities						$	5,251,154					$	5,429,903					$	(309,368)					$	1,456					$	5,121,991
U.S. Treasury Securities						1,300,000						1,290,788						(32,768)						—						1,258,020
Total Trading Securities						$	6,551,154					$	6,720,691					$	(342,136)					$	1,456					$	6,380,011
December 31, 2021
Agency Securities:
Total Fannie Mae						$	2,253,393					$	2,382,146					$	(47,079)					$	1,056					$	2,336,123
Total Freddie Mac						656,775						690,053						(7,546)						46						682,553
Total Agency Securities						$	2,910,168					$	3,072,199					$	(54,625)					$	1,102					$	3,018,676
U.S. Treasury Securities						200,000						198,987						(154)						—						198,833
Total Trading Securities						$	3,110,168					$	3,271,186					$	(54,779)					$	1,102					$	3,217,509

The following table summarizes the weighted average lives of our trading securities at March 31, 2022 and December 31, 2021.

						March 31, 2022												December 31, 2021
Estimated Weighted Average Life of Trading Securities						Fair Value						Amortized Cost						Fair Value						Amortized Cost
< 1 year						$	199,629					$	199,700					$	99,973					$	99,978
≥ 1 year and < 3 years						93						98						5,323						5,365
≥ 3 years and < 5 years						413,165						435,063						472,774						475,600
≥ 5 years						5,767,124						6,085,830						2,639,439						2,690,243
Total						$	6,380,011					$	6,720,691					$	3,217,509					$	3,271,186

We use a third-party model to calculate the weighted average lives of our trading securities. Weighted average life is calculated based on expectations for estimated prepayments for the underlying mortgage loans of our trading securities. These estimated prepayments are based on assumptions such as interest rates, current and future home prices, housing policy and borrower incentives. The weighted average lives of our trading securities at March 31, 2022 and December 31, 2021 in the tables above are based upon market factors, assumptions, models and estimates from the third-party model

At March 31, 2022, we had active MRAs with 36 counterparties and had $6,440,004 in outstanding borrowings with 19 of those counterparties. At December 31, 2021, we had MRAs with 34 counterparties and had $3,948,037 in outstanding borrowings with 18 counterparties.

The following table represents the contractual repricing regarding our repurchase agreements to finance MBS purchases at March 31, 2022 and December 31, 2021. No amounts below are subject to offsetting. Our repurchase agreements require excess collateral, known as a “haircut.” At March 31, 2022, the average haircut percentage was 2.75% compared to 3.45% at December 31, 2021. The haircut for our repurchase agreements vary by counterparty and therefore, the changes in the average haircut percentage will vary with the changes in our counterparty repurchase agreement balances.

						Balance						Weighted Average Contractual Rate						Weighted Average Maturity in days
March 31, 2022
Agency Securities
≤ 30 days						$	4,415,600					0.37		%				15
> 30 days to ≤ 90 days						917,841						0.40		%				34
> 90 days						26,605						0.98		%				175
Total or Weighted Average						$	5,360,046					0.37		%				19
U.S. Treasury Securities
≤ 30 days						1,079,958						0.18		%				1
Total or Weighted Average						$	6,440,004					0.34		%				16
December 31, 2021
Agency Securities
≤ 30 days						$	2,565,743					0.13		%				13
> 30 days to ≤ 60 days						647,584						0.13		%				35
> 60 days to ≤ 90 days						635,710						0.11		%				89
Total or Weighted Average						$	3,849,037					0.13		%				29
U.S. Treasury Securities
≤ 30 days						99,000						0.12		%				3
Total or Weighted Average						$	3,948,037					0.12		%				29

Our repurchase agreements require that we maintain adequate pledged collateral. A decline in the value of the MBS pledged as collateral for borrowings under repurchase agreements could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels. We manage this risk by maintaining an adequate balance of available cash and unpledged securities. An event of default or termination event under the standard MRA would give our counterparty the option to terminate all repurchase transactions existing with us and require any amount due to be payable immediately. In addition, certain of our MRAs contain a restriction that prohibits our leverage from exceeding twelve times our stockholders’ equity as well as termination events in the case of significant reductions in equity capital. We also may receive cash or securities as collateral from our derivative counterparties which we may use as additional collateral for repurchase agreements. Certain interest rate swap contracts provide for cross collateralization and cross default with repurchase agreements and other contracts with the same counterparty.

At March 31, 2022 and December 31, 2021, BUCKLER accounted for 52.4% and 49.7%, respectively, of our aggregate borrowings and had an amount at risk of 8.3% and 5.0%, respectively, of our total stockholders' equity with a weighted average maturity of 16 days and 35 days, respectively, on repurchase agreements (see Note 14 - Related Party Transactions for other transactions with BUCKLER).

In addition, at March 31, 2022, we had 5 repurchase agreement counterparties that individually accounted for over 5% of our aggregate borrowings. In total, these counterparties accounted for approximately 31.0% of our repurchase agreement borrowings outstanding at March 31, 2022. At December 31, 2021, we had 2 repurchase agreement counterparties that individually accounted for over 5% of our aggregate borrowings. In total, these counterparties accounted for 16.0% of our repurchase agreement borrowings at December 31, 2021.    

We enter into derivative transactions to manage our interest rate risk and agency mortgage rate exposures. We have agreements with our derivative counterparties that provide for the posting of collateral based on the fair values of our derivatives. Through this margin process, either we or our counterparties may be required to pledge cash or securities as collateral. Collateral requirements vary by counterparty and change over time based on the fair value, notional amount and remaining term of the contracts. Certain contracts provide for cross collateralization and cross default with repurchase agreements and other contracts with the same counterparty.

Interest rate swap contracts are designed to lock in funding costs for repurchase agreements associated with our assets in such a way to help assure the realization of net interest margins. Such transactions are based on assumptions about prepayments which, if not realized, will cause transaction results to differ from expectations. Interest rate swaptions generally provide us the option to enter into an interest rate swap agreement at a certain point of time in the future with a predetermined notional amount, stated term and stated rate of interest in the fixed leg and interest rate index on the floating leg. Basis swap contracts allow us to exchange one floating interest rate basis for another, thereby allowing us to diversify our floating rate basis exposures.

TBA Agency Securities are forward contracts for the purchase (“long position”) or sale (“short position”) of Agency Securities at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency Securities delivered into the contract upon the settlement date, published each month by the Securities Industry and Financial Markets Association, are not known at the time of the transaction. We may enter into TBA Agency Securities as a means of hedging against short-term changes in interest rates. We may also enter into TBA Agency Securities as a means of acquiring or disposing of Agency Securities and we may from time to time utilize TBA dollar roll transactions to finance Agency Security purchases. We estimate the fair value of TBA Agency Securities based on similar methods used to value our Agency Securities.

We have netting arrangements in place with all derivative counterparties pursuant to standard documentation developed by ISDA. We are also required to post or hold cash collateral based upon the net underlying market value of our open positions with the counterparty. A decline in the value of the open positions with the counterparty could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels. We manage this risk by maintaining an adequate balance of available cash and unpledged securities. An event of default or termination event under the standard ISDA would give our counterparty the option to terminate all repurchase transactions existing with us and require any amount due to be payable immediately. In addition, certain of our ISDAs contain a restriction that prohibits our leverage from exceeding twelve times our stockholders’ equity as well as termination events in the case of significant reductions in equity capital.

The following tables present information about the potential effects of netting our derivatives if we were to offset the assets and liabilities on the accompanying consolidated balance sheets. We currently present these financial instruments at their gross amounts and they are included in Derivatives, at fair value on the accompanying consolidated balance sheets at March 31, 2022 and December 31, 2021.

												Gross Amounts Not Offset
Assets						Gross Amounts(1)						Financial Instruments						Cash Collateral						Total Net
March 31, 2022
Interest rate swap contracts						$	539,979					$	—					$	(463,679)					$	76,300
TBA Agency Securities						3,250						(531)						25						2,744
Totals						$	543,229					$	(531)					$	(463,654)					$	79,044
December 31, 2021
Interest rate swap contracts						$	187,661					$	(7,185)					$	(161,529)					$	18,947
TBA Agency Securities						11,412						(3,715)						4,036						11,733
Totals						$	199,073					$	(10,900)					$	(157,493)					$	30,680

(1)See Note 4 - Fair Value of Financial Instruments for additional discussion.

												Gross Amounts Not Offset
Liabilities						Gross Amounts(1)						Financial Instruments						Cash Collateral						Total Net
March 31, 2022
TBA Agency Securities						(531)						531						—						—
Totals						$	(531)					$	531					$	—					$	—
December 31, 2021
Interest rate swap contracts						$	(7,185)					$	7,185					$	—					$	—
TBA Agency Securities						(3,715)						3,715						—						—
Totals						$	(10,900)					$	10,900					$	—					$	—

(1)See Note 4 - Fair Value of Financial Instruments for additional discussion.

The following table represents the location and information regarding our derivatives which are included in Other Income (Loss) in the accompanying consolidated statements of operations for the three months ended March 31, 2022 and March 31, 2021.

																					Income (Loss) Recognized
																		For the Three Months Ended March 31,
Derivatives						Location on consolidated statements of operations																		2022						2021
Interest rate swap contracts:
Interest income						Realized loss on derivatives																		$	1,719					$	872
Interest expense						Realized loss on derivatives																		(7,985)						(4,448)
Changes in fair value						Unrealized gain on derivatives																		350,099						185,960
																								$	343,833					$	182,384
TBA Agency Securities:
Realized gain						Realized loss on derivatives																		(95,799)						(23,784)
Changes in fair value						Unrealized gain on derivatives																		(3,400)						(39,980)
																								$	(99,199)					$	(63,764)
Totals																								$	244,634					$	118,620

The following tables present information about our derivatives at March 31, 2022 and December 31, 2021.

Interest Rate Swap Contracts (1)						Notional Amount						Weighted Average Remaining Term (Months)						Weighted Average Rate
March 31, 2022
< 3 years						$	1,593,000					12						0.08		%
≥ 3 years and < 5 years						865,000						54						0.24		%
≥ 5 years and < 7 years						650,000						65						1.05		%
≥ 7 years						4,302,000						105						0.90		%
Total or Weighted Average (2)						$	7,410,000					75						0.66		%
December 31, 2021
< 3 years						$	1,593,000					15						0.08		%
≥ 3 years and < 5 years						708,000						57						0.24		%
≥ 5 years and < 7 years						707,000						64						0.88		%
≥ 7 years						4,202,000						107						0.87		%
Total or Weighted Average (3)						$	7,210,000					77						0.63		%

(1)Pay Fixed/Receive Variable.

(2)Of this amount, $6,007,000 notional are Fed Funds based swaps, the last of which matures in 2032 and $1,403,000 notional are SOFR based swaps, the last of which matures in 2032. Includes $950,000 notional of forward settling swap contracts that settle by September 23, 2022.

(3)Of this amount, $1,203,000 notional are SOFR based swaps, the last of which matures in 2023; and $6,007,000 notional are Fed Funds based swaps, the last of which matures in 2032.

TBA Agency Securities						Notional Amount						Cost Basis						Fair Value
March 31, 2022
30 Year Long
4.0%						750,000						760,449						763,273
Total (1)						$	750,000					$	760,449					$	763,273
December 31, 2021
15 Year Long
1.5%						$	1,000,000					$	999,840					$	1,003,125
2.0%						1,700,000						1,733,652						1,738,695
30 Year Long
2.0%						300,000						300,789						299,227
2.5%						1,200,000						1,224,820						1,223,510
3.0%						300,000						309,734						310,503
Total (1)						$	4,500,000					$	4,568,835					$	4,575,060

(1)$200,000 and $400,000 notional were forward settling at March 31, 2022 and December 31, 2021, respectively.

The Company is managed by ACM, pursuant to a management agreement (see also Note 14 - Related Party Transactions). The management agreement entitles ACM to receive management fees payable monthly in arrears. Currently, the monthly management fee is 1/12th of the sum of (a) 1.5% of gross equity raised up to $1.0 billion plus (b) 0.75% of gross equity raised in excess of $1.0 billion. The cost of repurchased stock and any dividends specifically designated by the Board as liquidation dividends will reduce the amount of gross equity raised used to calculate the monthly management fee. Realized and unrealized gains and losses do not affect the amount of gross equity raised. At March 31, 2022 and March 31, 2021, the effective management fee, prior to management fees waived, was 0.97% and 1.00% based on gross equity raised of $3,368,971 and $3,026,269, respectively.

ACM began waiving 40% of its management fee during the second quarter of 2020 and on January 13, 2021, ACM notified ARMOUR that it intended to adjust the fee waiver to the rate of $2,400 for the first quarter of 2021 and $800 per month thereafter. On April 20, 2021, ACM notified ARMOUR that it intended to adjust the fee waiver to the rate of $2,100 for the second quarter of 2021 and $700 per month thereafter. On October 25, 2021, ACM notified ARMOUR that it intended to adjust the fee waiver from the rate of $700 per month to $650 per month, effective November 1, 2021, until further notice. During the three months ended March 31, 2022, and March 31, 2021 ACM waived management fees of $1,950 and $2,400, respectively. The monthly management fees are not calculated based on the performance of our assets. Accordingly, the payment of our monthly management fees may not decline in the event of a decline in our earnings and may cause us to incur losses. We are also responsible for any costs and expenses that ACM incurs solely on our behalf other than the various overhead expenses specified in the terms of the management agreement. ACM is further entitled to receive termination fees from us under certain circumstances.

We enter into certain contracts that contain a variety of indemnifications, principally with ACM and underwriters, against third-party claims for errors and omissions in connection with their services to us. We have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the estimated fair value of these agreements, as well as the maximum amount attributable to past events, is not material. Accordingly, we have no liabilities recorded for these agreements at March 31, 2022 and December 31, 2021.

Nine putative class action lawsuits have been filed in connection with the tender offer (the “Tender Offer”) and merger (the “Merger”) for JAVELIN. The Tender Offer and Merger are collectively defined herein as the “Transactions.” All nine suits name ARMOUR, the previous members of JAVELIN’s board of directors prior to the Merger (of which eight are current members of ARMOUR’s board of directors) (the “Individual Defendants”) and JMI Acquisition Corporation (“Acquisition”) as defendants. Certain cases also name ACM and JAVELIN as additional defendants. The lawsuits were brought by purported holders of JAVELIN’s common stock, both individually and on behalf of a putative class of JAVELIN’s stockholders, alleging that the Individual Defendants breached their fiduciary duties owed to the plaintiffs and the putative class of JAVELIN stockholders, including claims that the Individual Defendants failed to properly value JAVELIN; failed to take steps to maximize the value of JAVELIN to its stockholders; ignored or failed to protect against conflicts of interest; failed to disclose material information about the Transactions; took steps to avoid competitive bidding and to give ARMOUR an unfair advantage by failing to adequately solicit other potential acquirors or alternative transactions; and erected unreasonable barriers to other third-party bidders. The suits also allege that ARMOUR, JAVELIN, ACM and Acquisition aided and abetted the alleged breaches of fiduciary duties by the Individual Defendants. The lawsuits seek equitable relief, including, among other relief, to enjoin consummation of the Transactions, or rescind or unwind the Transactions if already consummated, and award costs and disbursements, including reasonable attorneys’ fees and expenses. The sole Florida lawsuit was never served on the defendants, and that case was voluntarily dismissed and closed on January 20, 2017. On April 25, 2016, the Maryland court issued an order consolidating the eight Maryland cases into one action, captioned In re JAVELIN Mortgage Investment Corp. Shareholder Litigation (Case No. 24-C-16-001542), and designated counsel for one of the Maryland cases as interim lead co-counsel. On May 26, 2016, interim lead counsel filed the Consolidated Amended Class Action Complaint for Breach of Fiduciary Duty asserting consolidated claims of breach of fiduciary duty, aiding and abetting the breaches of fiduciary duty, and waste. On June 27, 2016, defendants filed a Motion to Dismiss the Consolidated Amended Class Action Complaint for failing to state a claim upon which relief can be granted. A hearing was held on the Motion to Dismiss on March 3, 2017, and the Court reserved ruling. On August 16, 2021, the court ordered that the entry of an Order of Dismissal is further deferred until February 1, 2022. On March 1, 2022, the court deferred the Order of Dismissal until September 1, 2022 and if the case is not fully disposed of by that date, the clerk shall enter on the docket "dismissed for lack of prosecution without prejudice."

Each of ARMOUR, JAVELIN, ACM and the Individual Defendants intends to defend the claims made in these lawsuits vigorously; however, there can be no assurance that any of ARMOUR, JAVELIN, ACM or the Individual Defendants will prevail in its defense of any of these lawsuits to which it is a party. An unfavorable resolution of any such litigation surrounding the Transactions may result in monetary damages being awarded to the plaintiffs and the putative class of former stockholders of JAVELIN and the cost of defending the litigation, even if resolved favorably, could be substantial. Due to the preliminary nature of all of these suits, ARMOUR is not able at this time to estimate their outcome.

We adopted the 2009 Stock Incentive Plan as amended (the “Plan”) to attract, retain and reward directors and other persons who provide services to us in the course of operations. The Plan authorizes the Board to grant awards including common stock, restricted shares of common stock (“RSUs”), stock options, performance shares, performance units, stock appreciation rights and other equity and cash-based awards (collectively, “Awards”), subject to terms as provided in the Plan. At March 31, 2022, there were 2,167 shares available for future issuance under the Plan.

Transactions related to awards for the three months ended March 31, 2022 are summarized below:

						March 31, 2022
						Number of Awards						Weighted Average Grant Date Fair Value per Award
Unvested RSU Awards Outstanding beginning of period						823						$	14.07
Vested						(63)						$	16.73
Unvested RSU Awards Outstanding end of period						760						$	13.85

At March 31, 2022, there was approximately $10,523 of unvested stock based compensation related to the Awards (based on a weighted grant date price of $13.85 per share), which we expect to recognize as an expense as follows: for the remaining of 2022 expense of $3,202, in 2023 expense of $2,416, and thereafter expense of $4,905. We also pay each of our non-executive Board members quarterly fees of $33, which are payable in cash, common stock, RSUs or a combination of common stock, RSUs and cash at the option of the director. Non-executive Board members have the option to participate in the Company's Non-Management Director Compensation and Deferral Program (the "Deferral Program"). The Deferral Program permits non-executive Board members to elect to receive either common stock or RSUs or a combination of common stock and RSUs at the option of the director, instead of all or part of their quarterly cash compensation and/or all or part of their committee and chairperson cash retainers.

The following table presents the changes in Stockholders' Equity for the following periods.

Stockholders' Equity						March 31, 2022																		March 31, 2021
Balance, beginning of quarter						$	1,143,639																	$	938,304
Other comprehensive loss						(78,538)																		(42,234)
Net income (loss)						(66,434)																		71,327
Issuance of Series C Preferred Stock						—																		28,173
Issuance of Common stock, net						54,436																		52,960
Stock based compensation, net of withholding requirements						935																		1,199
Series C Preferred dividends ($0.14583 per share)						(2,995)																		(2,486)
Common stock dividends ($0.10 per share)						(29,108)																		(20,057)
Balance, end of quarter						$	1,021,935																	$	1,027,186

Cumulative Distributions to Stockholders						March 31, 2022						December 31, 2021
Preferred dividends						$	135,841					$	132,845
Common stock dividends						1,734,217						1,705,110
Total						$	1,870,058					$	1,837,955

At March 31, 2022 and December 31, 2021, we were authorized to issue up to 50,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board of Directors (“Board”) or a committee thereof. At March 31, 2022, 10,000 shares of the Company’s authorized preferred stock, par value $0.001 per share are designated as shares of 7.00% Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") with the powers, designations, preferences and other rights as set forth therein and a total of 40,000 shares of our authorized preferred stock remain available for designation as future series.

At March 31, 2022 and December 31, 2021, we had 6,847 shares of Series C Preferred Stock issued and outstanding with a par value of $0.001 per share and a liquidation preference of $25.00 per share, or $171,175 in the aggregate. Shares designated as Series C Preferred Stock but unissued totaled 3,153 at March 31, 2022 and December 31, 2021. At March 31, 2022 and December 31, 2021, there were no accrued or unpaid dividends on the Series C Preferred Stock.

On January 29, 2020, the Company entered into an Equity Sales Agreement (the “Preferred C ATM Sales Agreement”) with B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) and BUCKLER, as sales agents (individually and collectively, the “Agents"), and ACM, pursuant to which the Company may offer and sell, over a period of time and from time to time, through one or more of the Agents, as the Company’s agents, up to 6,550 of Series C Preferred Stock. The Preferred C ATM Sales Agreement relates to a proposed “at-the-market” offering program. Under the Preferred C ATM Sales Agreement, we will pay the agent designated to sell our shares an aggregate commission of up to 2.0% of the gross sales price per share of our common stock sold through the designated agent under the Preferred C ATM Sales Agreement. We did not sell any shares under the Preferred C ATM Sales Agreement during the three months ended March 31, 2022.

At March 31, 2022 and December 31, 2021, we were authorized to issue up to 200,000 shares of common stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board. We had 100,361 shares of common stock issued and outstanding at March 31, 2022 and 94,152 shares of common stock issued and outstanding at December 31, 2021.

On February 15, 2019, we entered into an Equity Sales Agreement (the “Common stock ATM Sales Agreement”) with BUCKLER, JMP Securities LLC and Ladenburg Thalmann & Co. Inc., as sales agents, relating to the shares of our common stock. On April 3, 2020, the Common stock ATM Sales Agreement was amended to add B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) as a sales agent. On May 4, 2020 the Common stock ATM Sales Agreement was further amended to increase the number of shares available for sale pursuant to the terms of the Common Stock ATM Sales Agreement. In accordance with the terms of the Common Stock ATM Sales agreement, as amended, we were permitted to offer and sell over a period of time and from time to time, up to 17,000 shares of our common stock, par value $0.001 per share. The Common stock ATM Sales Agreement related to an "at-the-market" offering program. Under the Common stock ATM Sales Agreement, as amended, we paid the agent designated to sell our shares an aggregate commission of up to 2.0% of the gross sales price per share of our common stock sold through the designated agent. Prior to exhausting the Common stock ATM Sales Agreement, as amended, on May 18, 2021, we sold 10,713 shares for proceeds of $129,336, net of issuance costs and commissions of approximately $1,682.

After exhausting the Common stock ATM Sales Agreement, we entered into a new Equity Sales Agreement (the “2021 Common stock ATM Sales Agreement”) on May 14, 2021, with BUCKLER, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and B. Riley Securities, Inc., as sales agents, relating to the shares of our common stock. In accordance with the terms of the 2021 Common Stock ATM Sales agreement, we may offer and sell over a period of time and from time to time, up to 17,000 shares of our common stock, par value $0.001 per share. On November 12, 2021, the 2021 Common stock ATM Sales Agreement was amended to add JonesTrading Institutional Services LLC, as a sales agent and to offer an additional 25,000 shares available for sale pursuant to the terms of the 2021 Common stock ATM Sales Agreement. The 2021 Common stock ATM Sales Agreement relates to an "at-the-market" offering program. The 2021 Common stock ATM

See Note 14 - Related Party Transactions for discussion of additional transactions with BUCKLER.