Armour Residential REIT (NYSE: ARR) director awarded 12,857 phantom shares

Rhea-AI Filing Summary

Armour Residential REIT, Inc. granted director Stewart J. Paperin 12,857 units of phantom stock on December 16, 2025 under its Third Amended and Restated 2009 Stock Incentive Plan. Each phantom stock unit is economically equivalent to one share of ARMOUR common stock.

The phantom shares vest over five years: 643 units vest beginning on February 20, 2026, with 643 (or 642, due to rounding) vesting on each following May 20, August 20, November 20, and February 20 through November 20, 2030. Upon each vesting, Paperin will receive an equal number of ARMOUR common shares within 30 days. Unvested phantom stock fully and automatically vests upon death, disability, or a change in control, but is forfeited on termination of service unless retirement conditions based on age plus years of service being at least 70 are met. He is entitled to cash payments equal to ordinary cash dividends on ARMOUR common stock for each phantom share, and may instead elect to receive common shares based on the dividend amount divided by fair market value on the dividend date. After this grant, he directly beneficially owns 16,057 phantom stock units.

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

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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^*

PAPERIN STEWART J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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(1)(2)(3)(4)	(1)(4)	12/16/2025		A		12,857		(1)(2)	(1)(2)	Common Stock	12,857	$0(1)(4)	16,057(1)	D

Explanation of Responses:

1. The reporting person was granted an aggregate of 12,857 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Third Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 643 phantom shares shall vest beginning on February 20, 2026 with an additional 643 (or 642, due to rounding) phantom shares vesting on each following May 20, August 20, November 20, and February 20, through November 20, 2030, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.

2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.

3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.

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

Remarks:

	/s/ Stewart J. Paperin	12/18/2025
	** 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 insider equity award did Armour Residential REIT (ARR) report for its director?

Armour Residential REIT reported that director Stewart J. Paperin received a grant of 12,857 phantom stock units on December 16, 2025 under ARMOUR's Third Amended and Restated 2009 Stock Incentive Plan.

How do the 12,857 phantom stock units granted to the ARR director vest?

The 12,857 phantom shares vest over a five-year period. Beginning on February 20, 2026, 643 units vest, with an additional 643 (or 642, due to rounding) vesting on each following May 20, August 20, November 20, and February 20 through November 20, 2030, when all units will be fully vested.

When do the ARR phantom stock units convert into common shares?

Upon each vesting date, the reporting person will be entitled to receive an equal number of shares of Armour Residential REIT common stock within 30 days of vesting for the vested phantom stock units.

What happens to the ARR phantom stock units upon death, disability, change in control, or retirement?

The reporting person's unvested phantom stock will fully and automatically vest upon death, disability, or a change in control of ARMOUR. Upon termination of service, all unvested phantom stock is forfeited, except that in the event of resignation or retirement where the sum of age and years of service is at least 70, the person retains unvested awards, which continue to vest on the same schedule subject to specified conditions and related tax consequences and risks in the grant agreement.

Do the ARR phantom stock units provide dividend-equivalent payments?

Yes. For each phantom share, the reporting person will receive a cash payment equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The person may instead elect to receive a number of common shares equal to the dividend payment divided by the fair market value of a share of ARMOUR common stock on the dividend payment date.

How many phantom stock units does the ARR director hold after this grant?

Following the reported transaction, the reporting person directly and beneficially owns 16,057 phantom stock units, as shown in the derivative securities table.

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

Each unit of phantom stock is stated to be the economic equivalent of one share of Armour Residential REIT common stock, aligning the value of each unit with a single common share.