Armour REIT exec converts phantom stock into shares

Armour Residential REIT, Inc.'s Co-Chief Investment Officer Sergey Losyev reported transactions on August 21, 2025 involving vested phantom stock.

Rhea-AI Filing Summary

Armour Residential REIT, Inc.'s Co-Chief Investment Officer Sergey Losyev reported transactions on August 21, 2025 involving vested phantom stock. He exercised 1,500 units of phantom stock, with 1,226 units converted into common shares and 274 units converted into cash to cover income taxes. Separately, a tax-withholding disposition delivered 274 common shares at $14.81 per share. After these transactions, Losyev directly holds 2,505.539 shares of Armour common stock, including 60.539 shares in a self-directed rollover IRA, where 7.695 shares were acquired through dividend reinvestment. Each unit of phantom stock is the economic equivalent of one share of Armour common stock.

Insights

Financial Analyst

TL;DR: Insider converted vested phantom units into 1,226 common shares and took 274 units as cash for taxes; transaction appears routine and not materially dilutive.

The conversion reflects routine settlement of equity‑based compensation: 1,226 phantom units became common stock and 274 units were cashed solely to satisfy tax withholding. The transaction increases the reporting person’s direct common stock holdings by 1,226 shares. The filing discloses holdings across direct accounts and a rollover IRA, including dividend reinvestment. No sale or market disposal is reported, and no new issuance by the company is described here.

Corporate Governance Expert

TL;DR: This Form 4 documents a standard compensation conversion by an officer/director, signaling alignment with equity compensation programs.

The report indicates the insider exercised an established phantom stock arrangement that vests over five years, consistent with previously reported awards. Converting vested phantom units to shares can increase insider alignment with shareholders; the decision to cash a portion to cover taxes is administrative. The filing contains clear disclosure of indirect holdings in an IRA and dividend reinvestment activity, improving transparency.

Insider Trade Summary

1,500 shares exercised/converted

Exercise 3 txns

Insider Losyev Sergey

Role Co-Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,500	$0.00	$0.00
Exercise	Common Stock	1,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	274	$14.81	$4K

Holdings After Transaction: Phantom Stock — 27,000 contracts (Direct); Common Stock — 2,505.539 shares (Direct)

Footnotes (3)

1. F1. On August 21, 2025, the reporting person elected to convert 1,226 of the 1,500 shares of vested phantom stock into 1,226 shares of ARMOUR common stock. The reporting person elected to convert the remaining 274 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to phantom stock vesting over a five year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025.
2. F2. 60.539 shares are held in reporting person's self-directed rollover IRA account, 7.695 of which were acquired through dividend reinvestment.
3. F3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock units exercised: 1,500 units Units converted into common stock: 1,226 units Units converted into cash: 274 units +5 more

8 metrics

Phantom stock units exercised 1,500 units Vested phantom stock units involved in August 21, 2025 conversion

Units converted into common stock 1,226 units Phantom stock units elected for conversion into Armour common shares

Units converted into cash 274 units Phantom stock units converted into cash solely to pay income taxes

Tax-withholding shares 274 shares Common shares delivered to satisfy income tax liability

Tax-withholding price $14.81 per share Price applied to 274 common shares used for tax withholding

Post-transaction common stock holding 2,505.539 shares Direct Armour common shares held after reported transactions

IRA account shares 60.539 shares Common shares held in self-directed rollover IRA, including dividend reinvestment

Dividend reinvestment shares in IRA 7.695 shares Portion of IRA holdings acquired through dividend reinvestment

Key Terms

phantom stock, self-directed rollover IRA account, dividend reinvestment, tax-withholding disposition

4 terms

phantom stock financial

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

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.

self-directed rollover IRA account financial

"60.539 shares are held in reporting person's self-directed rollover IRA account."

dividend reinvestment financial

"7.695 of which were acquired through dividend reinvestment."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

tax-withholding disposition financial

"transaction_action":"tax-withholding disposition","transaction_code_description":"Payment of exercise price or tax liability"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ARR executive Sergey Losyev report in this Form 4?

Sergey Losyev reported exercising 1,500 units of phantom stock on August 21, 2025. Of these, 1,226 units were converted into Armour common shares and 274 units were converted into cash used to pay income taxes on the vested stock.

How many Armour Residential REIT (ARR) shares were used for tax withholding?

The filing shows a tax-withholding disposition of 274 common shares at $14.81 per share. These shares were delivered to satisfy income tax obligations associated with the vesting and conversion of phantom stock units.

After these transactions, how many ARR shares does Sergey Losyev hold?

Following the reported transactions, Sergey Losyev directly holds 2,505.539 shares of Armour common stock. This total includes shares held in his self-directed rollover IRA and other direct holdings reported in the filing’s position data.

How many ARR shares does Losyev hold in his IRA, and how were they acquired?

Losyev holds 60.539 Armour common shares in a self-directed rollover IRA account. Of these, 7.695 shares were acquired through dividend reinvestment, reflecting ongoing accumulation via the company’s dividend payments.

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

Each unit of phantom stock is described as the economic equivalent of one share of Armour common stock. This means phantom stock tracks the value of common shares, and vested units can be converted into stock or cash as specified.

Over what period does ARR phantom stock reported by Losyev vest?

The 1,500 phantom stock units involved vest over a five-year period. This vesting schedule was previously reported by Losyev on a Form 4 filed on April 30, 2025, providing context for the current conversion and tax-related transactions.

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

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Accepted by SEC EDGAR 08/22/2025 - 04:56 PM Learn about SEC filing dates

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^*

Losyev Sergey

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Investment Officer

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	08/21/2025		M(1)		1,500	A	$0	2,779.539	D(2)
Common Stock	08/21/2025		F(1)		274	D	$14.81	2,505.539	D(2)

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(1)			1,500	(1)	(1)	Common Stock	1,500	$0	27,000	D

Explanation of Responses:

1. On August 21, 2025, the reporting person elected to convert 1,226 of the 1,500 shares of vested phantom stock into 1,226 shares of ARMOUR common stock. The reporting person elected to convert the remaining 274 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to phantom stock vesting over a five year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025.

2. 60.539 shares are held in reporting person's self-directed rollover IRA account, 7.695 of which were acquired through dividend reinvestment.

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

Remarks:

	/s/ Sergey Losyev	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.
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