ARR Co-CIO granted 50,000 phantom stock units

Armour Residential REIT’s Co-Chief Investment Officer, Macauley Desmond, received a grant of 50,000 units of phantom stock, each economically equivalent to one share of Armour common stock.

Rhea-AI Filing Summary

Armour Residential REIT’s Co-Chief Investment Officer, Macauley Desmond, received a grant of 50,000 units of phantom stock, each economically equivalent to one share of Armour common stock. Following the award, his phantom stock balance is 72,500 units, reflecting a compensation-related increase, not a market purchase.

The grant was made under Armour’s Fourth Amended and Restated 2009 Stock Incentive Plan and follows a time-based vesting schedule. 2,500 phantom shares vest on each of August 20, November 20, February 20, and May 20 through May 20, 2031. Within 30 days after each vesting date, Desmond will be entitled to receive an equal number of Armour common shares, converting this derivative award into actual stock over time.

Insights

Equity compensation analyst

Routine equity compensation grant adds 50,000 phantom stock units with long vesting.

Macauley Desmond, Co-Chief Investment Officer of Armour Residential REIT, received 50,000 units of phantom stock, economically equivalent to common shares. This is a non-cash, compensation-related acquisition labeled as a grant/award, not an open-market trade, with no transaction price.

The award vests in installments of 2,500 units on specified dates (August 20, November 20, February 20, and May 20) through May 20, 2031. After each vesting, an equal number of common shares is deliverable within 30 days, spreading equity issuance over several years.

Post-grant, Desmond holds 72,500 phantom stock units. As a routine incentive plan grant with no open-market buying or selling, this filing is generally neutral for investors, though it modestly increases future share-based compensation over the vesting period.

Insider Trade Summary

Grant/Award: 50,000 shares

Grant/Award 1 txn

Insider Macauley Desmond

Role Co-Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	50,000	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 72,500 contracts (Direct)

Footnotes (2)

1. F1. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
2. F2. On June 16, 2026, the reporting person was granted an aggregate of 50,000 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule described as follows: 2,500 phantom shares will vest on each of August 20, November 20, February 20, and May 20, through May 20, 2031, at which time all 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.

Key Figures

Phantom stock granted: 50,000 units Phantom stock holdings after grant: 72,500 units Installment vesting amount: 2,500 phantom shares +3 more

6 metrics

Phantom stock granted 50,000 units Grant on June 16, 2026; each unit equals one common share economically

Phantom stock holdings after grant 72,500 units Total phantom stock units following the reported transaction

Installment vesting amount 2,500 phantom shares Vest on each of August 20, November 20, February 20, and May 20

Vesting period end date May 20, 2031 Date by which all 50,000 phantom stock units are scheduled to vest

Delivery window for common stock Within 30 days Time after each vesting when common shares are deliverable

Transaction price per unit $0.0000 Grant/award acquisition with no cash price paid per phantom unit

Key Terms

Phantom Stock, Fourth Amended and Restated 2009 Stock Incentive Plan, time-based vesting schedule, phantom shares, +1 more

5 terms

Phantom Stock financial

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

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.

Fourth Amended and Restated 2009 Stock Incentive Plan financial

"granted an aggregate of 50,000 phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"

time-based vesting schedule financial

"pursuant to the time-based vesting schedule described as follows: 2,500 phantom shares will vest"

phantom shares financial

"granted an aggregate of 50,000 phantom shares under ARMOUR Residential REIT, Inc.'s Plan"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

economic equivalent financial

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

FAQ

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

What did ARR’s Co-Chief Investment Officer receive in this Form 4 filing?

Macauley Desmond received a grant of 50,000 units of phantom stock, each economically equivalent to one share of Armour Residential REIT common stock, as part of the company’s stock incentive plan-based compensation.

How does the 50,000-unit phantom stock award for ARR’s Desmond vest?

The 50,000 phantom shares vest over time: 2,500 units vest on each of August 20, November 20, February 20, and May 20, continuing through May 20, 2031, under a time-based vesting schedule.

When will Macauley Desmond receive ARR common stock from this phantom stock grant?

Upon each vesting date, Desmond will become entitled to an equal number of Armour common shares within 30 days. This converts vested phantom stock units into actual shares over the vesting period through May 2031.

How many phantom stock units does ARR’s Desmond hold after this transaction?

After the grant, Desmond’s total phantom stock holdings increase to 72,500 units. This reflects the new 50,000-unit award added to his prior balance, as reported in the Form 4 derivative holdings section.

Is the ARR phantom stock grant a market purchase or sale of shares?

No, the transaction is classified as a grant/award acquisition with code “A,” not a market purchase or sale. It represents equity-based compensation, with no price paid per unit and no open-market trading involved.

What plan governs the 50,000 phantom stock grant reported for ARR’s Desmond?

The award was granted under Armour Residential REIT’s Fourth Amended and Restated 2009 Stock Incentive Plan. That plan provides for equity-based compensation, including phantom stock units tied economically to common shares.

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

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Accepted by SEC EDGAR 06/18/2026 - 04:01 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^*

Macauley Desmond

(Last) (First) (Middle)

3001 OCEAN DRIVE SUITE 201

(Street)

VERO BEACH FLORIDA 32963

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Co-Chief Investment Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	06/16/2026		A		50,000		(2)	(2)	Common Stock	50,000	$0	72,500	D

Explanation of Responses:

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

2. On June 16, 2026, the reporting person was granted an aggregate of 50,000 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule described as follows: 2,500 phantom shares will vest on each of August 20, November 20, February 20, and May 20, through May 20, 2031, at which time all 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.

Remarks:

	/s/ Desmond Macauley	06/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)