Armour Residential REIT director converts phantom stock

Armour Residential REIT, Inc. director Marc H. Bell elected on August 21, 2025 to convert 520 and 480 vested phantom stock units into an equal number of common shares at $0.00 per share.

Rhea-AI Filing Summary

Armour Residential REIT, Inc. director Marc H. Bell elected on August 21, 2025 to convert 520 and 480 vested phantom stock units into an equal number of common shares at $0.00 per share. Each phantom stock unit is the economic equivalent of one common share. After these conversions, he directly holds 23,838 common shares and 7,190 phantom stock units.

Insights

Financial Analyst

TL;DR: Routine insider conversion of vested phantom stock into 1,000 common shares; immaterial to ARRs capital structure absent additional context.

This Form 4 documents an insider action converting previously granted, vested phantom stock into ordinary shares rather than an open-market purchase or sale. The economic effect is issuance of 1,000 common shares at conversion, with no cash price reported. Without companywide share count or market capitalization disclosed here, the transaction appears routine and does not by itself indicate material change to ARRs equity base or liquidity position. It is meaningful primarily as confirmation of vesting and exercise of remuneration tied to prior awards.

Corporate Governance Expert

TL;DR: Governance signal shows management compensation converting vested phantom units; consistent with previously disclosed grants and standard practice.

The filing explicitly ties the converted units to phantom stock awards previously reported in earlier Form 4 filings. This suggests adherence to announced compensation schedules and documented vesting terms. Because the conversion reflects fulfillment of vesting conditions rather than discretionary cash transactions, it poses no new governance red flags based on the information provided. Further assessment would require details on total dilution from all awards and timing relative to vesting schedules.

Insider Trade Summary

1,000 shares exercised/converted

Exercise 4 txns

Insider BELL MARC H

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	520	$0.00	$0.00
Exercise	Phantom Stock	480	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	520	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	480	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 7,190 contracts (Direct); Common Stock, par value $0.001 per share — 23,838 shares (Direct)

Footnotes (3)

1. F1. On August 21, 2025, the reporting person elected to convert 520 of the 520 shares of vested phantom stock into 520 shares of ARMOUR common 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 February 14, 2023 and phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021.
2. F2. On August 21, 2025, the reporting person elected to convert 480 of the 480 shares of vested phantom stock into 480 shares of ARMOUR common stock. The 480 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.
3. F3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock converted (lot 1): 520 shares Phantom stock converted (lot 2): 480 shares Total shares underlying conversions: 1,000 shares +2 more

5 metrics

Phantom stock converted (lot 1) 520 shares Vested phantom stock units converted to common stock on August 21, 2025

Phantom stock converted (lot 2) 480 shares Additional vested phantom stock units converted to common stock on August 21, 2025

Total shares underlying conversions 1,000 shares Total common stock underlying phantom stock conversions reported as exercises

Common stock holdings 23,838 shares Direct common stock position after the reported transactions

Phantom stock holdings 7,190 units Direct phantom stock position after the reported transactions

Key Terms

Phantom Stock, vested phantom stock, economic equivalent, par value

4 terms

Phantom Stock financial

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

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.

vested phantom stock financial

"convert 520 of the 520 shares of vested phantom stock into 520 shares"

economic equivalent financial

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

par value financial

"Common Stock, par value $0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

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

What insider transaction did ARR director Marc H. Bell report on August 21, 2025?

On August 21, 2025, Marc H. Bell converted 520 and 480 vested phantom stock units into an equal number of ARMOUR common shares. Each phantom unit is economically equivalent to one common share, so 1,000 common shares were issued through these conversions.

How many ARMOUR (ARR) common shares does Marc H. Bell hold after this Form 4?

After the reported conversions, Marc H. Bell directly holds 23,838 shares of ARMOUR common stock. These holdings reflect his position following the August 21, 2025 conversion of 1,000 vested phantom stock units into common shares.

What is phantom stock in the context of ARR’s Form 4 for Marc H. Bell?

In this filing, each unit of phantom stock is described as the economic equivalent of one share of ARMOUR common stock. The units track the value of common shares and can be converted into actual shares as they vest over specified multi-year periods.

How many phantom stock units does ARR director Marc H. Bell retain after the conversions?

Following the August 21, 2025 transactions, Marc H. Bell directly holds 7,190 phantom stock units. These remaining units continue to represent the economic equivalent of ARMOUR common shares and relate to prior grants vesting over five-year and six-and-a-half-year periods.

Were the ARR phantom stock units converted by Marc H. Bell already vested?

Yes. The filing states that Marc H. Bell converted 520 of 520 and 480 of 480 vested phantom stock units into common shares. These units were from prior grants that vest over five-year and six-and-a-half-year schedules reported in earlier Form 4 filings.

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

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Accepted by SEC EDGAR 08/22/2025 - 04:57 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^*

BELL MARC H

(Last) (First) (Middle)

6800 BROKEN SOUND PARKWAY

SUITE 200

(Street)

BOCA RATON FL 33487

(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	23,358	D
Common Stock, par value $0.001 per share	08/21/2025		M(2)		480	A	$0	23,838	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	7,670	D
Phantom Stock	(3)	08/21/2025		M			480	(2)	(2)	Common Stock	480	$0	7,190	D

Explanation of Responses:

1. On August 21, 2025, the reporting person elected to convert 520 of the 520 shares of vested phantom stock into 520 shares of ARMOUR common 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 February 14, 2023 and phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021.

2. On August 21, 2025, the reporting person elected to convert 480 of the 480 shares of vested phantom stock into 480 shares of ARMOUR common stock. The 480 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.

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

Remarks:

	/s/ Marc H. Bell	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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