Armour Residential REIT (NYSE: ARR) director converts 2,380 phantom stock units into common shares

Rhea-AI Filing Summary

Armour Residential REIT director Marc H. Bell reported exercising phantom stock awards into common shares of the company. On May 21, 2026, he converted 1,900 units of vested phantom stock into 1,900 shares of Armour common stock and separately converted 480 units into 480 shares.

According to the disclosure, each unit of phantom stock is the economic equivalent of one share of Armour common stock, so these transactions represent a shift from a cash-settled or notional form of equity compensation into actual common stock ownership. The filing shows only acquisitions and no sales or tax-related share withholdings.

Insights

Equity compensation analyst

Director converts 2,380 phantom units into Armour common shares in routine equity compensation move.

Director Marc H. Bell elected to convert vested phantom stock into Armour Residential REIT common shares on May 21, 2026. The filing shows 0.0000 exercise price and no sales, indicating a non-cash, compensation-related equity increase rather than an open-market trade.

The transactions cover 1,900 and 480 phantom units, matching one-for-one with common shares as disclosed. With 0% net selling and no tax-withholding dispositions reported, this appears to be routine settlement of long-term incentives. The filing does not provide broader context on Bell’s total equity exposure beyond the share counts listed.

Insider Trade Summary

2,380 shares exercised/converted

Mixed 4 txns

Insider BELL MARC H

Role null

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,900	$0.00	--
Exercise	Phantom Stock	480	$0.00	--
Exercise	Common Stock, par value $0.001 per share	1,900	$0.00	--
Exercise	Common Stock, par value $0.001 per share	480	$0.00	--

Holdings After Transaction: Phantom Stock — 32,724 shares (Direct, null); Common Stock, par value $0.001 per share — 28,301 shares (Direct, null)

Footnotes (1)

1. On May 21, 2026, , the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900shares 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. On May 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom units converted: 1,900 units Additional phantom units converted: 480 units Total units exercised: 2,380 units +1 more

4 metrics

Phantom units converted 1,900 units Converted into 1,900 Armour common shares on May 21, 2026

Additional phantom units converted 480 units Converted into 480 Armour common shares on May 21, 2026

Total units exercised 2,380 units ExerciseShares in transaction summary for derivative exercises

Exercise price $0.0000 per share Exercise or conversion of phantom stock into common shares

Key Terms

Phantom Stock, derivative security, Form 4, economic equivalent

4 terms

Phantom Stock financial

"The 1,900 shares are part of, and relate to, phantom stock vesting over five-year periods"

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.

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 regulatory

"which was reported on Form 4 reports filed by the reporting person"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

economic equivalent financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

BELL MARC H

(Last) (First) (Middle)

6800 BROKEN SOUND PARKWAY

SUITE 200

(Street)

BOCA RATON FLORIDA 33487

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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, par value $0.001 per share	05/21/2026		M(1)		1,900	A	$0	28,301	D
Common Stock, par value $0.001 per share	05/21/2026		M(2)		480	A	$0	28,781	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	(3)	05/21/2026		M			1,900	(1)	(1)	Common Stock	1,900	$0	32,724	D
Phantom Stock	(3)	05/21/2026		M			480	(2)	(2)	Common Stock	480	$0	32,244	D

Explanation of Responses:

1. On May 21, 2026, , the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900shares 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 May 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. Bell	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)

FAQ

What did Armour Residential REIT (ARR) director Marc H. Bell report in this Form 4?

Marc H. Bell reported converting phantom stock awards into Armour Residential REIT common shares. He elected to settle vested phantom units in stock rather than cash, increasing his direct share ownership without any reported open-market purchases or sales in this filing.

How many Armour Residential REIT (ARR) shares did Marc H. Bell acquire in this transaction?

Marc H. Bell acquired 2,380 Armour Residential REIT common shares through derivative exercises. He converted 1,900 units of vested phantom stock into 1,900 shares and separately converted 480 units into 480 shares, all on May 21, 2026, with no reported sales.

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

Phantom stock in this context represents units economically equivalent to Armour Residential REIT common shares. Each unit tracks the value of one share, and when vested, the holder can elect to convert units into actual common stock, as Marc H. Bell did in these reported transactions.

Were any Armour Residential REIT (ARR) shares sold or withheld for taxes in this Form 4?

No sales or tax-related share withholdings were reported. All transactions were coded as derivative exercises or conversions, with Marc H. Bell acquiring shares from phantom stock. The transaction summary shows zero shares sold and no tax-withholding dispositions.

Does this Form 4 indicate open-market buying of Armour Residential REIT (ARR) stock?

The filing does not show open-market buying. Instead, it reports derivative exercises, where Marc H. Bell converted vested phantom stock into common shares at an exercise price of $0.0000 per share, reflecting equity compensation settlement rather than market purchases.