Armour Residential CIO converts 1,219 phantom shares

Armour Residential REIT, Inc. Co-Chief Investment Officer Sergey Losyev reported compensation-related equity activity.

Rhea-AI Filing Summary

Armour Residential REIT, Inc. Co-Chief Investment Officer Sergey Losyev reported compensation-related equity activity. On May 21, 2026, he elected to convert 1,500 vested phantom stock units, turning 1,219 units into the same number of common shares and converting the remaining 281 units into cash solely to pay income taxes on the vested stock.

Following these transactions, he directly holds 6,069.539 shares of common stock, including 60.539 shares in a self-directed rollover IRA, and 22,500 units of phantom stock, each economically equivalent to one common share. The Form 4 reflects an option exercise and tax-withholding disposition rather than an open-market trade.

Insider Trade Summary

1,500 shares exercised/converted

Exercise 3 txns

Insider Losyev Sergey

Role Co-Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,500	$0.00	$0.00
Exercise	Common Stock	1,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	281	$16.47	$5K

Holdings After Transaction: Phantom Stock — 22,500 contracts (Direct); Common Stock — 6,069.539 shares (Direct)

Footnotes (3)

1. F1. On May 21, 2026, the reporting person elected to convert 1,219 of the 1,500 shares of vested phantom stock into 1,219 shares of ARMOUR common stock. The reporting person elected to convert the remaining 281 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to, 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. F2. 60.539 share are held in reporting person's self-directed rollover IRA account. 7.695 of which were acquired through dividend reinvestment since March 28, 2024.
3. F3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock units converted: 1,500 units Common shares received: 1,219 shares Units converted to cash for taxes: 281 units +4 more

7 metrics

Phantom stock units converted 1,500 units Vested phantom stock converted on May 21, 2026

Common shares received 1,219 shares Converted from phantom stock into Armour common stock

Units converted to cash for taxes 281 units Phantom stock converted solely to pay income taxes

Shares outstanding after transaction 6,350.539 shares Common stock directly held following Form 4 transactions

Phantom stock units remaining 22,500 units Phantom stock position after the May 21, 2026 conversion

IRA-held common shares 60.539 shares Held in self-directed rollover IRA account

Dividend reinvestment acquisitions 7.695 shares Common shares acquired via dividend reinvestment since March 28, 2024

Key Terms

phantom stock, tax-withholding disposition, economic equivalent, self-directed rollover IRA, +1 more

5 terms

phantom stock financial

"On May 21, 2026, the reporting person elected to convert 1,219 of the 1,500 shares of vested phantom stock into 1,219 shares..."

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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

economic equivalent financial

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

self-directed rollover IRA financial

"60.539 share are held in reporting person's self-directed rollover IRA account."

dividend reinvestment financial

"7.695 of which were acquired through dividend reinvestment since March 28, 2024."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

FAQ

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

What did ARR Co-Chief Investment Officer Sergey Losyev report on this Form 4?

Sergey Losyev reported converting 1,500 vested phantom stock units on May 21, 2026. He received 1,219 Armour Residential REIT common shares and converted the remaining 281 units into cash solely to cover income taxes on the vested stock.

How many Armour Residential REIT (ARR) shares does Sergey Losyev hold after the transaction?

After the reported transactions, Losyev directly holds 6,350.539 Armour Residential REIT common shares. This total includes 60.539 shares in his self-directed rollover IRA account, some of which were acquired through dividend reinvestment since March 28, 2024.

What happened to the 1,500 units of phantom stock reported by ARR’s Co-Chief Investment Officer?

Losyev elected to convert 1,500 vested phantom stock units on May 21, 2026. He turned 1,219 units into common shares and converted 281 units into cash solely to pay income taxes related to the vesting of this stock-based compensation.

What is phantom stock in the context of Armour Residential REIT (ARR)?

Each unit of phantom stock is the economic equivalent of one Armour Residential REIT common share. It is a form of stock-based compensation that tracks the value of common stock and can be converted into shares or cash upon vesting events.

Did Sergey Losyev sell ARR shares in the open market in this Form 4?

The Form 4 shows no open-market purchase or sale of ARR shares. Instead, it reflects an exercise of phantom stock and a related tax-withholding disposition, where 281 units were converted into cash solely to pay income taxes on vested stock.

How many phantom stock units does ARR’s Co-Chief Investment Officer hold after this filing?

After the reported conversion, Losyev holds 22,500 units of phantom stock. According to the filing, each phantom stock unit is economically equivalent to one share of Armour Residential REIT common stock, representing a continuing equity-linked compensation position.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:31 PM EDT 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^*

Losyev Sergey

(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)
05/21/2026

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
Common Stock	05/21/2026		M(1)		1,500	A	$0	6,350.539	D(2)
Common Stock	05/21/2026		F(1)		281	D	$16.47	6,069.539	D(2)

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	(3)	05/21/2026		M			1,500	(1)	(1)	Common Stock	1,500	$0	22,500	D

Explanation of Responses:

1. On May 21, 2026, the reporting person elected to convert 1,219 of the 1,500 shares of vested phantom stock into 1,219 shares of ARMOUR common stock. The reporting person elected to convert the remaining 281 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to, 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. 60.539 share are held in reporting person's self-directed rollover IRA account. 7.695 of which were acquired through dividend reinvestment since March 28, 2024.

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

Remarks:

	/s/ Sergey Losyev	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)