Armour Residential REIT (ARR) CFO converts phantom stock and withholds shares for taxes

Rhea-AI Filing Summary

Armour Residential REIT, Inc. CFO Harper Gordon reported compensation-related equity activity. On February 24, 2026, Gordon exercised 4,000 units of phantom stock, economically equivalent to Armour common shares, receiving 4,000 shares of common stock at a stated price of $0 per share. To cover income taxes on the vested stock, 1,489 common shares were disposed of at $17.89 per share, leaving direct ownership of 26,637 common shares and 58,600 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^*

Harper Gordon

(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)
	CFO

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)		4,000	A	$0	28,126	D
Common Stock, par value $0.001 per share	02/24/2026		F(1)		1,489	D	$17.89	26,637	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			4,000	(1)	(1)	Common Stock	4,000	$0	58,600	D

Explanation of Responses:

1. On February 24, 2026, the reporting person elected to convert 2,511 of the 4,000 shares of vested phantom stock into 2,511 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,489 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 4,000 shares are part of, and relate to phantom stock vesting over a six year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021, 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 February 16, 2023, phantom stock vesting over a three year period which was reported on a Form 4 report filed by the reporting person on May 16, 2024 and 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Remarks:

	/s/ Gordon Harper	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).
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FAQ

What insider transactions did Armour Residential REIT (ARR) report for CFO Harper Gordon?

CFO Harper Gordon exercised 4,000 units of phantom stock into 4,000 Armour common shares and disposed of 1,489 shares to cover taxes. These transactions are compensation-related, not open-market buying or selling activity.

How many Armour Residential REIT (ARR) shares does the CFO own after these Form 4 transactions?

After these transactions, CFO Harper Gordon directly owns 26,637 shares of Armour common stock and 58,600 phantom stock units. Phantom units are economically equivalent to common shares, aligning compensation with shareholder value.

Was the Armour Residential REIT (ARR) Form 4 a stock purchase or sale by the CFO?

The Form 4 reflects a derivative exercise and tax withholding, not an open-market trade. Gordon converted phantom stock into common shares and had 1,489 shares withheld and disposed of solely to pay income taxes on the vested stock.

What is phantom stock in the Armour Residential REIT (ARR) Form 4 filing?

Phantom stock in this filing represents units economically equivalent to one share of Armour common stock. When vested units are converted, the holder receives actual shares or cash, tying executive compensation to the company’s share performance.

At what price were shares disposed of in the Armour Residential REIT (ARR) Form 4?

The 1,489 common shares disposed of to cover taxes were priced at $17.89 per share. This tax-withholding disposition satisfies income tax obligations on vested equity rather than indicating a discretionary market sale by the CFO.