STOCK TITAN

Armour REIT chair converts phantom stock into 2,380 shares

Armour Residential REIT, Inc. (ARR) reported that director and Chairman of the Board Daniel C. Staton converted vested phantom stock units into common shares on August 21, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) reported that director and Chairman of the Board Daniel C. Staton converted vested phantom stock units into common shares on August 21, 2026. He exercised 1,900 units of phantom stock into 1,900 shares of common stock and separately exercised 480 units into 480 common shares, with each phantom stock unit being the economic equivalent of one share of Armour common stock. The derivative positions (phantom stock) were disposed of as they were converted, and the resulting common shares are held indirectly through DM Staton Family Limited Partnership, in which Mr. Staton is both a general partner and a limited partner with a pecuniary interest in the shares.

Positive

  • None.

Negative

  • None.
Insider STATON DANIEL C
Role Chairman of the Board
Type Security Shares Price Value
Exercise Phantom Stock F4, F1 1,900 $0.00 $0.00
Exercise Phantom Stock F4, F3 480 $0.00 $0.00
Exercise Common Stock F1, F2 1,900 $0.00 $0.00
Exercise Common Stock F3, F2 480 $0.00 $0.00
Holdings After Transaction: Phantom Stock — 29,864 contracts (Direct); Common Stock — 35,583 shares (Indirect, See Footnote)
Footnotes (4)
  1. F1. On August 21, 2026, the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900 shares of ARMOUR common stock. The 1,900 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on February 14, 2023 , December 18, 2025 and May 21, 2026.
  2. F2. Represents shares owned indirectly through DM Staton Family Limited Partnership. The reporting person is a general partner and a limited partner of DM Staton Family Limited Partnership. The reporting person has a pecuniary interest in the shares held by DM Staton Family Limited Partnership.
  3. F3. On August 21, 2026, the reporting person elected to convert 480 shares of vested phantom stock into 480 shares of ARMOUR common stock. The 480 shares are part of, and relate to, phantom stock vesting over a six-and-a half year periods, which was reported on Form 4 report filed by the reporting person on January 14, 2021.
  4. F4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock converted (first block) 1,900 units Converted into 1,900 shares of common stock on August 21, 2026
Phantom stock converted (second block) 480 units Converted into 480 shares of common stock on August 21, 2026
Total common shares acquired via conversion 2,380 shares Aggregate of 1,900 and 480 common shares from phantom stock conversions
Exercise price per share $0.00 per share Reported for both phantom stock conversion transactions
Derivative exercise transactions 2 transactions Both coded M as exercise or conversion of derivative securities
Net buy/sell shares 0 shares transactionSummary reports netBuySellShares as neutral
phantom stock financial
"Each unit of phantom stock is the economic equivalent of one share"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share"
pecuniary interest financial
"The reporting person has a pecuniary interest in the shares held"
indirectly financial
"Represents shares owned indirectly through DM Staton Family Limited Partnership"
exercise or conversion of derivative security financial
"transaction code description Exercise or conversion of derivative security"

FAQ

What insider transaction did ARR Chairman Daniel C. Staton report on this Form 4?

Daniel C. Staton reported converting 1,900 and 480 vested phantom stock units into an equal number of Armour Residential REIT, Inc. common shares on August 21, 2026, effectively exchanging phantom stock for common stock at an exercise price of $0.00 per share.

How many Armour Residential REIT (ARR) shares were acquired through the phantom stock conversion?

The filing shows that 2,380 shares of Armour Residential REIT common stock were acquired: 1,900 shares from one phantom stock conversion and 480 shares from another, each on August 21, 2026.

What happened to Daniel Staton’s phantom stock units in ARR?

Mr. Staton disposed of 1,900 and 480 units of phantom stock by electing to convert them into the same number of Armour Residential REIT common shares. Each phantom stock unit is described as the economic equivalent of one share of Armour common stock.

How are the newly acquired ARR shares held after the conversion?

The common shares acquired through the conversions are held indirectly through DM Staton Family Limited Partnership. Daniel C. Staton is a general partner and a limited partner of this partnership and has a pecuniary interest in the shares it holds.

Were the ARR insider transactions part of a Rule 10b5-1 trading plan?

The document-level indication shows the Rule 10b5-1 checkbox as false, and the footnotes do not state that the transactions were made pursuant to a Rule 10b5-1 trading plan.

Do these ARR Form 4 transactions reflect open-market buying or selling?

No. The transactions are coded M, indicating exercise or conversion of derivative securities. They reflect conversion of phantom stock into common stock at an exercise price of $0.00 per share, not open-market purchases or sales.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
STATON DANIEL C

(Last)(First)(Middle)
9501 JAGGED CREEK COURT

(Street)
DELRAY BEACH FLORIDA 33446

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ ARR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman of the Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/21/2026M(1)1,900A$035,103I(2)See Footnote
Common Stock08/21/2026M(3)480A$035,583I(2)See Footnote
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(4)08/21/2026M1,900 (1) (1)Common Stock1,900$030,344D
Phantom Stock(4)08/21/2026M480 (3) (3)Common Stock480$029,864D
Explanation of Responses:
1. On August 21, 2026, the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900 shares of ARMOUR common stock. The 1,900 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on February 14, 2023 , December 18, 2025 and May 21, 2026.
2. Represents shares owned indirectly through DM Staton Family Limited Partnership. The reporting person is a general partner and a limited partner of DM Staton Family Limited Partnership. The reporting person has a pecuniary interest in the shares held by DM Staton Family Limited Partnership.
3. On August 21, 2026, the reporting person elected to convert 480 shares of vested phantom stock into 480 shares of ARMOUR common stock. The 480 shares are part of, and relate to, phantom stock vesting over a six-and-a half year periods, which was reported on Form 4 report filed by the reporting person on January 14, 2021.
4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Daniel C. Staton08/25/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)