[Form 4] ARMOUR Residential REIT, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Robert C. Hain, a director of ARMOUR Residential REIT, Inc. (ARR), reported transactions on August 21, 2025 involving vested phantom stock that converts one-for-one into ARMOUR common shares. He elected to convert 260 of the 520 vested phantom stock units into 260 shares of common stock and elected to convert the remaining 260 units into cash solely to pay income taxes on the vested stock. Following the reported transactions, the filing shows the reporting person beneficially owned 7,573 shares (with 6,563 of those shares owned jointly with his spouse). The Form 4 indicates a reported disposal of 260 shares at a price of $14.81. Each phantom unit is the economic equivalent of one share of ARMOUR common stock.

Positive

• Director status is disclosed for the reporting person, confirming insider alignment with the company.
• Conversion of vested phantom stock into common shares increases the reporting person’s direct share holdings.
• Clear disclosure of the tax-withholding cash conversion demonstrates compliance with Section 16 reporting requirements.

Negative

• Disposition of 260 shares was reported at a price of $14.81, reducing the reporting person’s direct holdings by that amount.
• Partial cash settlement of 260 phantom units for tax withholding means fewer newly issued shares were retained by the insider.

Insights

Financial Analyst

TL;DR Director converted vested phantom units into shares and cash; small disposition reported, no new material change to total disclosed ownership.

The filing documents a routine equity compensation transaction: 520 vested phantom stock units were settled on August 21, 2025, with 260 units converted into 260 shares and 260 units converted to cash for tax withholding. A disposition of 260 shares is recorded at a price of $14.81. The reporting person remains a director and retains beneficial ownership disclosed as 7,573 shares after the transactions, of which 6,563 are jointly owned with his spouse. These actions reflect standard settlement mechanics for phantom stock and tax withholding; the Form 4 does not disclose additional compensation rates, timing beyond the transaction date, or changes to company-level financials.

Corporate Governance Expert

TL;DR Insider conversion of phantom units and partial cash settlement for taxes is a routine governance disclosure with no new governance events reported.

The disclosure shows the director exercised conversion rights tied to previously granted phantom stock that vests over five-year periods, referencing earlier Form 4 filings. The form identifies the reporting person as a director and confirms the economics of the phantom units (one unit equals one common share). The filing includes a signed certification and follows Section 16 reporting requirements. No resignations, new grants, related-party transactions beyond joint spousal ownership, or other governance actions are included in this filing.

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
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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M(1)		520	A	$0	7,833	D
Common Stock, par value $0.001 per share	08/21/2025		F(1)		260	D	$14.81	7,573(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(3)	08/21/2025		M			520	(1)	(1)	Common Stock	520	$0	3,740	D

Explanation of Responses:

1. On August 21, 2025, the reporting person elected to convert 260 of the 520 shares of vested phantom stock into 260 shares of ARMOUR common stock. The reporting person elected to convert the remaining 260 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 520 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	08/22/2025
	** 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.

FAQ

What transactions did Robert C. Hain report on Form 4 for ARR?

He converted 260 vested phantom stock units into 260 shares and converted 260 vested phantom units into cash to pay income taxes on August 21, 2025.

How many ARMOUR (ARR) shares does Robert C. Hain beneficially own after the August 21, 2025 transactions?

The filing reports 7,573 shares beneficially owned following the reported transactions.

Were any shares disposed of and at what price in the Form 4?

Yes. The Form 4 records a disposition of 260 shares at a price of $14.81.

What is the nature of the phantom stock described in the filing?

Each phantom stock unit is the economic equivalent of one share of ARMOUR common stock; the 520 units referenced vested and were settled August 21, 2025.

Does the filing indicate joint ownership for any reported shares?

Yes. The filing states that 6,563 of the reported shares are owned jointly with the reporting person’s spouse.