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Director at Armour Residential (NYSE: ARR) receives 17,140 phantom stock units

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

Rhea-AI Filing Summary

Hain Robert C reported acquisition or exercise transactions in this Form 4 filing.

Armour Residential REIT director Robert C. Hain received a grant of 17,140 units of phantom stock. These awards were granted at no cost and are economically equivalent to Armour common shares.

The phantom stock will vest over five years in 857-unit installments starting on May 20, 2026, then every February 20, May 20, August 20, and November 20 through February 20, 2031. Upon each vesting, Hain is entitled to receive an equal number of Armour common shares within 30 days, and he will also receive dividend-equivalent payments in cash or additional shares. After this grant, he holds a total of 32,154 phantom stock units.

Positive

  • None.

Negative

  • None.
Insider Hain Robert C
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 17,140 $0.00 --
Holdings After Transaction: Phantom Stock — 32,154 shares (Direct, null)
Footnotes (1)
  1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2031, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock grant 17,140 units Phantom stock awarded on May 19, 2026
Post-grant phantom holdings 32,154 units Total phantom stock units following transaction
Installment vesting size 857 units Number of phantom units vesting on each scheduled date
Vesting period end February 20, 2031 Date by which all 17,140 phantom units are scheduled to vest
Exercise price $0.0000 per unit Phantom stock grant price under stock incentive plan
Underlying common shares 17,140 shares Common stock issuable upon vesting of phantom units
phantom stock financial
"The reporting person was granted an aggregate of 17,140 phantom shares"
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.
time-based vesting schedule financial
"pursuant to the time-based vesting schedule as follows"
change in control financial
"will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
withholding taxes financial
"has the right to elect to have withholding taxes or a portion thereof satisfied by reducing the number of shares"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
economic equivalent financial
"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 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*
Hain Robert C
(Last)(First)(Middle)
3001 OCEAN DRIVE
SUITE #201
(Street)
VERO BEACH FLORIDA 32963
(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		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
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(1)(2)(3)(4)(1)(4)05/19/2026A17,140 (1)(2) (1)(2)Common Stock17,140$0(1)(4)32,154(1)D
Explanation of Responses:
1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2031, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.
2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.
3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.
4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Robert C. Hain05/21/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Armour Residential REIT (ARR) director Robert C. Hain report on this Form 4?

Robert C. Hain reported receiving 17,140 units of phantom stock as a compensation award. These units are tied to Armour Residential REIT common stock and will convert into shares as they vest over time, reflecting long-term, time-based incentive pay.

How does the 17,140 phantom stock grant for ARR’s director vest over time?

The 17,140 phantom shares vest over five years in 857-unit installments. Vesting starts May 20, 2026, then continues every August 20, November 20, February 20, and May 20 through February 20, 2031, encouraging long-term service and alignment with shareholders.

What happens when the Armour Residential REIT phantom stock units vest?

When phantom stock units vest, Robert C. Hain becomes entitled to receive an equal number of Armour common shares within 30 days. This effectively converts the vested phantom units into actual equity, increasing his direct economic exposure to the company’s stock performance.

Does the ARR phantom stock grant pay dividends or dividend equivalents?

Each phantom stock unit entitles Robert C. Hain to dividend-equivalent payments. He may receive cash equal to the common stock dividend or elect additional shares equal to the dividend amount divided by the common share’s fair market value on the dividend payment date.

Under what conditions do ARR phantom stock units fully vest or get forfeited?

Unvested phantom stock fully vests upon death, disability, or a change in control of Armour. If service terminates otherwise, unvested units are forfeited, except certain retirements where age plus years of service is at least 70 and other conditions in the grant agreement are met.

How many phantom stock units does the ARR director hold after this grant?

After receiving the new award, Robert C. Hain holds a total of 32,154 phantom stock units. This total reflects his accumulated unvested and vested phantom awards, each economically equivalent to one share of Armour Residential REIT common stock, subject to the plan’s terms.