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Armour Residential REIT (NYSE: ARR) director gets 2,380 shares via phantom stock

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Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) director Marc H. Bell converted previously granted phantom stock into common shares. On August 21, 2026 he elected to convert 1,900 vested phantom stock units into 1,900 shares of common stock and 480 vested phantom stock units into 480 common shares; each phantom unit is the economic equivalent of one common share, and the conversions were reported at a per-share price of $0.00.

Positive

  • None.

Negative

  • None.
Insider BELL MARC H
Role Director
Type Security Shares Price Value
Exercise Phantom Stock F3, F1 1,900 $0.00 $0.00
Exercise Phantom Stock F3, F2 480 $0.00 $0.00
Exercise Common Stock, par value $0.001 per share F1 1,900 $0.00 $0.00
Exercise Common Stock, par value $0.001 per share F2 480 $0.00 $0.00
Holdings After Transaction: Phantom Stock — 29,864 shares (Direct); Common Stock, par value $0.001 per share — 31,161 shares (Direct)
Footnotes (3)
  1. F1. On August 21, 2026, the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900 shares of ARMOUR common stock. The 1,900 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, December 18, 2025 and May 21, 2026.
  2. F2. On August 21, 2026, 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 a six-and-half year periods, which was reported on Form 4 reports filed by the reporting person on January 14, 2021.
  3. F3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock units converted (F1) 1,900 units Vested phantom stock units converted into 1,900 common shares on August 21, 2026
Phantom stock units converted (F2) 480 units Vested phantom stock units converted into 480 common shares on August 21, 2026
Common shares acquired from conversion (F1) 1,900 shares Common Stock, par value $0.001 per share, acquired via conversion on August 21, 2026
Common shares acquired from conversion (F2) 480 shares Common Stock, par value $0.001 per share, acquired via conversion on August 21, 2026
Total derivative exercises 2,380 units ExerciseCount aggregate of phantom stock units converted, as summarized in the report
Reported transaction price per share $0.00 per share Price field for the exercises/conversions on August 21, 2026
phantom stock financial
"Each unit of phantom stock is the economic equivalent of one share"
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.
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share"
vested phantom stock financial
"elected to convert 1,900 shares of vested phantom stock into 1,900 shares"
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security"

FAQ

What insider transaction did ARR director Marc H. Bell report on this Form 4?

Marc H. Bell reported converting phantom stock into common stock of Armour Residential REIT, Inc. On August 21, 2026 he converted 1,900 vested phantom stock units into 1,900 common shares and 480 vested phantom stock units into 480 common shares, all at a reported per-share price of $0.00.

How many Armour Residential REIT (ARR) shares were acquired through the phantom stock conversion?

Marc H. Bell acquired a total of 2,380 shares of Armour Residential REIT common stock through conversions on August 21, 2026, consisting of 1,900 shares from one vested phantom stock grant and 480 shares from another vested phantom stock grant.

What is the relationship between ARR phantom stock and common stock in this Form 4?

Each unit of phantom stock is the economic equivalent of one share of Armour Residential REIT common stock. In this report, 1,900 phantom units became 1,900 common shares and 480 phantom units became 480 common shares upon the reporting person’s election to convert.

Were Marc H. Bell’s ARR phantom stock conversions under a Rule 10b5-1 trading plan?

No. The report indicates the Rule 10b5-1 checkbox is not marked, and the footnotes describe elective conversions of vested phantom stock into common shares on August 21, 2026, without referencing any pre-arranged trading plan.

Do these ARR transactions represent open market purchases or sales?

No. The transactions are exercises/conversions of phantom stock into common stock, coded as “M” for derivative exercises. Phantom units were disposed of and an equal number of common shares were acquired, rather than common stock being bought or sold on the open market.

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

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SEC Form 4
FORM 4UNITED 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)
1622 NE 2ND AVENUE
2ND FLOOR

(Street)
MIAMI FLORIDA 33132

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share08/21/2026M(1)1,900A$030,681D
Common Stock, par value $0.001 per share08/21/2026M(2)480A$031,161D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(3)08/21/2026M1,900 (1) (1)Common Stock1,900$030,344D
Phantom Stock(3)08/21/2026M480 (2) (2)Common Stock480$029,864D
Explanation of Responses:
1. On August 21, 2026, the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900 shares of ARMOUR common stock. The 1,900 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, December 18, 2025 and May 21, 2026.
2. On August 21, 2026, 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 a six-and-half year periods, which was reported on Form 4 reports filed by the reporting person on January 14, 2021.
3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Marc H. Bell08/25/2026
** Signature of Reporting PersonDate
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)