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

Rhea-AI Filing Summary

Armour Residential REIT director Carolyn Downey reported transactions involving vested phantom stock and common shares. She exercised a derivative award, converting 1,043 units of phantom stock that are economically equivalent to Armour common shares. Following this, she held 15,014 units of phantom stock.

On the same date, she acquired 1,043 shares of common stock at a stated price of $0.0000 per share through the derivative exercise, then disposed of 522 common shares at $17.89 per share to cover income tax obligations related to the vesting. After these transactions, she directly owned 25,935 common shares.

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^*

Downey Carolyn

(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)
02/24/2026

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	02/24/2026		M(1)		1,043	A	$0	26,457	D
Common Stock, par value $0.001 per share	02/24/2026		F(1)		522	D	$17.89	25,935	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	(2)	02/24/2026		M			1,043	(1)	(1)	Common Stock	1,043	$0	15,014	D

Explanation of Responses:

1. On February 24, 2026, the reporting person elected to convert 521 shares out of 1,043 shares of vested phantom stock into 521 shares of ARMOUR common stock. The person elected to convert the remaining 522 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,043 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on February 14, 2023 and December 18, 2025.

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

Remarks:

	/s/ Carolyn Downey	02/26/2026
	** 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 ARR director Carolyn Downey report in this Form 4?

Carolyn Downey reported exercising vested phantom stock into common shares and a related tax-withholding share disposition. She converted phantom stock awards, received common stock, and had a portion of shares withheld and delivered to satisfy income tax liabilities.

How many phantom stock units did Carolyn Downey exercise at Armour Residential REIT (ARR)?

She exercised 1,043 units of phantom stock that are economically equivalent to Armour Residential REIT common shares. These units relate to awards vesting over a five-year period previously reported in earlier Form 4 filings by the same reporting person.

How many Armour Residential REIT (ARR) common shares did Carolyn Downey acquire and dispose of?

She acquired 1,043 common shares through the exercise or conversion of phantom stock and disposed of 522 common shares. The disposition was coded as a tax payment transaction, where shares were delivered to cover income tax obligations on the vested stock.

What was the price used for the tax-withholding share disposition in ARR stock?

The tax-withholding disposition of 522 Armour Residential REIT common shares was reported at a transaction price of $17.89 per share. This transaction was coded as a payment of exercise price or tax liability by delivering securities rather than an open-market sale.

How many Armour Residential REIT (ARR) common shares does Carolyn Downey own after these transactions?

After the reported transactions, Carolyn Downey directly owned 25,935 Armour Residential REIT common shares. This figure reflects the net result of acquiring shares through the phantom stock exercise and the shares delivered to satisfy the related income tax liability.

What does phantom stock mean in the context of ARR’s director compensation?

Each unit of phantom stock is the economic equivalent of one Armour Residential REIT common share. These units typically vest over time and can be settled in stock or cash, as elected, often with part converted or used to cover associated tax obligations.