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Armour Residential REIT insider exercises 1,500 phantom stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) insider Desmond Macauley, Co-Chief Investment Officer, reported a compensation-related transaction involving phantom stock. On November 21, 2025, he converted 1,500 units of vested phantom stock into the economic equivalent of common stock. He elected to receive 1,107 shares of ARMOUR common stock and convert the remaining 393 shares into cash solely to pay income taxes on the vested stock. Following these transactions, he directly owned 4,341 shares of common stock and 25,500 phantom stock units, each unit being the economic equivalent of one share of common stock.

Positive

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Negative

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Insider Macauley Desmond
Role Co-Chief Investment Officer
Type Security Shares Price Value
Exercise Phantom Stock 1,500 $0.00 --
Exercise Common Stock, par value $0.001 per share 1,500 $0.00 --
Tax Withholding Common Stock, par value $0.001 per share 393 $16.31 $6K
Holdings After Transaction: Phantom Stock — 25,500 shares (Direct); Common Stock, par value $0.001 per share — 4,734 shares (Direct)
Footnotes (1)
  1. On November 21, 2025, the reporting person elected to convert 1,107 of the 1,500 shares of vested phantom stock into 1,107 shares of ARMOUR common stock. The reporting person elected to convert the remaining 393 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Macauley Desmond
(Last) (First) (Middle)
3001 OCEAN DRIVE SUITE 201
(Street)
VERO BEACH FL 32963
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ ARR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Investment Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 11/21/2025 M(1) 1,500 A $0 4,734 D
Common Stock, par value $0.001 per share 11/21/2025 F(1) 393 D $16.31 4,341 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (2) 11/21/2025 M 1,500 (1) (1) Common Stock 1,500 $0 25,500 D(1)
Explanation of Responses:
1. On November 21, 2025, the reporting person elected to convert 1,107 of the 1,500 shares of vested phantom stock into 1,107 shares of ARMOUR common stock. The reporting person elected to convert the remaining 393 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Desmond Macauley 11/24/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ARR's Co-Chief Investment Officer report?

ARR's Co-Chief Investment Officer, Desmond Macauley, reported converting 1,500 units of vested phantom stock on November 21, 2025, receiving common stock and cash for taxes.

How many ARMOUR Residential REIT (ARR) shares did the insider receive?

Desmond Macauley elected to convert 1,107 units of vested phantom stock into 1,107 shares of ARMOUR common stock.

Why were 393 shares of ARR effectively disposed of for cash?

The remaining 393 units of vested phantom stock were converted into cash solely to pay income taxes on the vested stock, as disclosed in the explanation of responses.

How many ARR common shares does the reporting person own after the transaction?

After the reported transactions, Desmond Macauley directly owned 4,341 shares of ARMOUR common stock.

What are ARR phantom stock units and how are they treated here?

The filing states that each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. The reported 1,500 units were part of a larger award vesting over five years.

How many phantom stock units does the ARR insider still hold?

Following the transaction, Desmond Macauley beneficially owned 25,500 phantom stock units, each economically equivalent to one share of common stock.

What is the relationship of the reporting person to Armour Residential REIT (ARR)?

Desmond Macauley is an officer of Armour Residential REIT, Inc., serving as Co-Chief Investment Officer, as indicated in the relationship section.