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

Rhea-AI Filing Summary

Marc H. Bell, a director of Armour Residential REIT, Inc. (ARR), converted vested phantom stock into common shares on August 21, 2025. He elected to convert 520 vested phantom shares into 520 shares of ARMOUR common stock and 480 vested phantom shares into 480 shares, for a total of 1,000 common shares issued at a $0 conversion price. The Form 4 shows the reporting persons non-derivative beneficial ownership figures following the transactions as 23,358 and 23,838 shares on separate reported lines, and derivative holdings linked to phantom stock reported as resulting in underlying common shares of 7,670 and 7,190 respectively. The filing indicates these phantom units were part of previously reported multi-year vesting awards and that each phantom unit equals one share of common stock.

Positive

• Insider acquisition: Reporting person converted vested phantom stock into 1,000 common shares, showing exercise of previously granted compensation rights
• Consistent with prior disclosures: The converted units are tied to phantom stock awards previously reported on Form 4s, indicating adherence to disclosed vesting schedules

Negative

• None.

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.

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.
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 Marc H. Bell report on the Form 4 for ARR?

He reported converting vested phantom stock into common stock on 08/21/2025, electing to convert 520 and 480 vested phantom shares into common shares respectively.

How many common shares were issued from the phantom stock conversion?

A total of 1,000 common shares were issued from the conversions (520 + 480) at a $0 conversion price as reported.

Does the filing show any cash purchase or sale of ARR shares?

No. The reported transactions are conversions of vested phantom stock into common shares at a reported price of $0, not open-market purchases or sales.

Are these phantom units newly granted or previously disclosed?

The filing states the phantom units relate to awards previously reported on Form 4s filed on January 14, 2021 and February 14, 2023.

What is the economic equivalence of phantom stock in this filing?

The filing specifies that each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.