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

Rhea-AI Filing Summary

Sergey Losyev, Co‑Chief Investment Officer and director of ARMOUR Residential REIT, Inc. (ARR), converted vested phantom stock into common shares on August 21, 2025. He elected to convert 1,226 of 1,500 vested phantom stock units into 1,226 shares of ARMOUR common stock and elected to receive the remaining 274 vested units in cash to cover income taxes. Following the reported transactions, the Form 4 shows beneficial ownership figures of 2,779.539 and 2,505.539 shares in two reported non‑derivative lines, and 27,000 shares underlying phantom stock units remaining. The filing notes 60.539 shares are held in his self‑directed rollover IRA, with 7.695 acquired via dividend reinvestment.

Positive

• 1,226 phantom units converted into 1,226 shares of ARMOUR common stock, increasing the reporting person's direct equity stake
• 274 vested phantom units paid in cash solely to satisfy income tax withholding, indicating administrative settlement rather than disposition
• Disclosure of IRA holdings and dividend reinvestment (60.539 shares in rollover IRA, 7.695 via dividend reinvestment) enhances transparency

Negative

• None.

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.

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^*

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.
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 did Sergey Losyev report on Form 4 for ARR?

He converted 1,226 vested phantom stock units into 1,226 common shares and received 274 vested units in cash to cover taxes on August 21, 2025.

How many ARMOUR shares does the filing show after the transactions?

The Form 4 lists beneficial ownership amounts of 2,779.539 and 2,505.539 shares in the reported non‑derivative lines following the transactions.

How many phantom stock units remained and what are they worth?

The filing states 27,000 shares underlying phantom stock units remain as reported in the derivative section; the Form 4 shows the phantom units are economically equivalent to common shares.

Why were 274 phantom units converted to cash?

The 274 units were converted to cash solely to pay income taxes related to the vested phantom stock, per the filing.

Does the Form 4 show any sales of ARMOUR shares by the reporting person?

No sales or market dispositions are reported; the filing documents a conversion to shares and a cash payment for taxes only.