ARMOUR (ARR) Director Settles Phantom Stock, Reports 7,573 Shares After Transactions
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 520 | $0.00 | -- |
| Exercise | Common Stock, par value $0.001 per share | 520 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 per share | 260 | $14.81 | $4K |
Footnotes (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. 6,563 of these shares are owned jointly with the spouse of the reporting person. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
