Armour Residential REIT director equity conversion and holdings update

Q: What happened to the 540 vested phantom stock units reported by ARR?

Of the 540 vested phantom stock units, the director converted 270 units into 270 shares of ARR common stock and another 270 units into cash solely to pay income taxes on the vested stock.

Q: What is the relationship between ARR phantom stock and common stock?

Each unit of ARR phantom stock is described as the economic equivalent of one share of Armour Residential REIT common stock.

Q: What is the director’s role at Armour Residential REIT (ARR)?

The reporting person is identified as a director of Armour Residential REIT, Inc., and the Form 4 is filed by one reporting person.

Q: Over what period do the ARR phantom stock awards vest?

The 540 phantom stock units relate to phantom stock that vests over five-year periods , with prior grants reported in filings dated January 14, 2021, and February 14, 2023.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) director Form 4 filing reports a routine equity compensation event. On November 21, 2025, the reporting person converted 540 vested phantom stock units tied to ARR common stock. They elected to receive 270 units as 270 shares of ARR common stock and convert the remaining 270 units into cash solely to pay income taxes on the vested stock.

After these transactions, the reporting person beneficially owns 7,843 shares of ARR common stock, including 6,563 shares owned jointly with their spouse, and 3,200 phantom stock units. Each unit of phantom stock is the economic equivalent of one share of ARR common stock. The filer serves as a director of Armour Residential REIT, Inc. and filed individually.

Insider Trade Summary

Net Buyer: 270 shares

Net Buy 3 txns

Insider Hain Robert C

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	540	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	540	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.001 per share	270	$16.31	$4K

Holdings After Transaction: Phantom Stock — 3,200 shares (Direct); Common Stock, par value $0.001 per share — 7,843 shares (Direct)

Footnotes (3)

F1. On November 21, 2025, the reporting person elected to convert 270 of the 540 shares of vested phantom stock into 270 shares of ARMOUR common stock. The reporting person elected to convert the remaining 270 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 540 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 January 14, 2021, and February 14, 2023.
F2. 6,563 of these shares are owned jointly with the spouse of the reporting person.
F3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/25/2025 - 05:50 PM

FAQ

What insider transaction did ARR report in this Form 4?

The filing shows an ARR director converted 540 vested phantom stock units on November 21, 2025, taking 270 units in ARR common stock and 270 units in cash to cover income taxes.

How many Armour Residential REIT (ARR) shares does the director own after the transaction?

Following the reported transaction, the director beneficially owns 7,843 shares of ARR common stock, of which 6,563 shares are owned jointly with their spouse.

What happened to the 540 vested phantom stock units reported by ARR?

Of the 540 vested phantom stock units, the director converted 270 units into 270 shares of ARR common stock and another 270 units into cash solely to pay income taxes on the vested stock.

What is the relationship between ARR phantom stock and common stock?

Each unit of ARR phantom stock is described as the economic equivalent of one share of Armour Residential REIT common stock.

How many phantom stock units does the ARR director hold after this Form 4 transaction?

After the reported conversion, the director beneficially owns 3,200 phantom stock units tied to Armour Residential REIT common stock.

What is the director’s role at Armour Residential REIT (ARR)?

The reporting person is identified as a director of Armour Residential REIT, Inc., and the Form 4 is filed by one reporting person.

Over what period do the ARR phantom stock awards vest?

The 540 phantom stock units relate to phantom stock that vests over five-year periods, with prior grants reported in filings dated January 14, 2021, and February 14, 2023.

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^*

Hain Robert C

(Last)

(First)

(Middle)

3001 OCEAN DRIVE

SUITE #201

(Street)

VERO BEACH

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	11/21/2025		M⁽¹⁾		540	A	$0	8,113	D
Common Stock, par value $0.001 per share	11/21/2025		F⁽¹⁾		270	D	$16.31	7,843⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽³⁾	11/21/2025		M			540	⁽¹⁾	⁽¹⁾	Common Stock	540	$0	3,200	D

Explanation of Responses:

1. On November 21, 2025, the reporting person elected to convert 270 of the 540 shares of vested phantom stock into 270 shares of ARMOUR common stock. The reporting person elected to convert the remaining 270 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 540 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 January 14, 2021, and February 14, 2023.

2. 6,563 of these shares are owned jointly with the spouse of the reporting person.

3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Remarks:

	/s/ Robert C. Hain	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