Armour Residential REIT (ARR) grants 12,857 phantom stock units to director

Rhea-AI Filing Summary

Armour Residential REIT, Inc. reported that a director received a grant of 12,857 units of phantom stock on December 16, 2025 under its Third Amended and Restated 2009 Stock Incentive Plan.

The phantom shares vest over a five-year period, with 643 units vesting beginning on February 20, 2026 and additional installments of 643 (or 642, due to rounding) on each May 20, August 20, November 20 and February 20 through November 20, 2030, after which all 12,857 units will be fully vested. Each unit is the economic equivalent of one share of common stock, and upon vesting the director is entitled to receive an equal number of common shares within 30 days. The award includes dividend-equivalent rights in cash or stock, optional share withholding for taxes, accelerated vesting upon death, disability or a change in control, and forfeiture of unvested units upon most terminations, with special treatment for retirement or resignation when age plus years of service is at least 70.

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)
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/ Carolyn Downey	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) disclose?

Armour Residential REIT disclosed that a director was granted 12,857 units of phantom stock on December 16, 2025 under its Third Amended and Restated 2009 Stock Incentive Plan.

How do the 12,857 phantom stock units for Armour Residential REIT vest?

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

What does each phantom stock unit represent for Armour Residential REIT (ARR)?

Each unit of phantom stock is the economic equivalent of one share of Armour Residential REIT common stock, and upon vesting the director is entitled to receive an equal number of common shares within 30 days.

What happens to unvested phantom stock upon death, disability, change in control, or termination at Armour Residential REIT?

Unvested phantom stock will fully and automatically vest upon the director's death, disability or a change in control of Armour Residential REIT. Upon termination of service, all unvested phantom stock is generally forfeited, except that in a resignation or retirement where age plus years of service is at least 70, unvested awards are retained and continue vesting if certain conditions are met.

How are dividends and taxes handled on the Armour Residential REIT phantom stock award?

For each phantom share, the director receives a cash payment equal to the cash dividend paid on a common share and may elect instead to receive common stock equal to the dividend amount divided by the fair market value on the dividend date. The director may also elect to satisfy withholding taxes by having the number of common shares delivered on vesting reduced.