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Armour REIT CFO converts phantom stock into shares

Armour Residential REIT, Inc. (ARR) reported that its CFO, Gordon Harper, elected on August 21, 2026 to convert 7,750 units of vested phantom stock, each economically equivalent to one share of common stock.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) reported that its CFO, Gordon Harper, elected on August 21, 2026 to convert 7,750 units of vested phantom stock, each economically equivalent to one share of common stock. According to the footnotes, 4,956 units were converted into 4,956 shares of ARR common stock, while the remaining 2,794 units were converted into cash solely to pay income taxes on the vested stock. A related Form 4 entry also shows 2,794 shares of common stock disposed of at $16.32 per share to satisfy income tax obligations. After these transactions, 121,850 units of phantom stock remained credited to Harper.

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Negative

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Insider Harper Gordon
Role CFO
Type Security Shares Price Value
Exercise Phantom Stock F2, F1 7,750 $0.00 $0.00
Exercise Common Stock, par value $0.001 per share F1 7,750 $0.00 $0.00
Tax Withholding Common Stock, par value $0.001 per share F1 2,794 $16.32 $46K
Holdings After Transaction: Phantom Stock — 121,850 contracts (Direct); Common Stock, par value $0.001 per share — 34,272 shares (Direct)
Footnotes (2)
  1. F1. On August 21, 2026, the reporting person elected to convert 4,956 of the 7,750 shares of vested phantom stock into 4,956 shares of ARMOUR common stock. The reporting person elected to convert the remaining 2,794 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 7,750 shares are part of, and relate to phantom stock vesting over a six year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021, phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on February 16, 2023, phantom stock vesting over a three year period which was reported on a Form 4 report filed by the reporting person on May 16, 2024 and phantom stock vesting over a five-year period, which was reported on Form 4 reports filed by the reporting person on April 30, 2025 and June 18, 2026.
  2. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock units converted 7,750 units Vested phantom stock converted on August 21, 2026
Common shares received 4,956 shares Units of phantom stock converted into ARR common stock
Units converted to cash for taxes 2,794 units Vested phantom stock converted into cash solely to pay income taxes
Tax-related disposition price $16.32 per share 2,794 common shares disposed of to pay income tax liability
Phantom stock units remaining 121,850 units Phantom stock credited to the CFO after the transactions
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"
payment of tax liability financial
"payment of tax liability by delivering or withholding securities"

FAQ

What insider equity transaction did ARR CFO Gordon Harper report on August 21, 2026?
Gordon Harper reported converting 7,750 units of vested phantom stock. Footnotes state 4,956 units became common shares and 2,794 units were converted to cash to pay income taxes related to the vested stock.

How many Armour Residential REIT (ARR) shares did the CFO effectively receive from the phantom stock conversion?
The CFO elected to convert 4,956 units of phantom stock into 4,956 shares of ARR common stock, while an amount corresponding to 2,794 units was used in cash form solely to pay income taxes on the vested stock.

How many phantom stock units does the ARR CFO hold after these transactions?
After the August 21, 2026 conversion, the CFO is shown holding 121,850 units of phantom stock, which remain outstanding as phantom stock awards economically equivalent to ARR common shares.

What is phantom stock in the context of ARR’s Form 4 for Gordon Harper?
The footnotes state that each unit of phantom stock is the economic equivalent of one share of Armour Residential REIT common stock, meaning it tracks the value of a share without being an actual issued share until converted.

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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*
Harper Gordon
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO
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)7,750A$037,066D
Common Stock, par value $0.001 per share08/21/2026F(1)2,794D$16.3234,272D
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(2)08/21/2026M7,750 (1) (1)Common Stock7,750$0121,850D
Explanation of Responses:
1. On August 21, 2026, the reporting person elected to convert 4,956 of the 7,750 shares of vested phantom stock into 4,956 shares of ARMOUR common stock. The reporting person elected to convert the remaining 2,794 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 7,750 shares are part of, and relate to phantom stock vesting over a six year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021, phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on February 16, 2023, phantom stock vesting over a three year period which was reported on a Form 4 report filed by the reporting person on May 16, 2024 and phantom stock vesting over a five-year period, which was reported on Form 4 reports filed by the reporting person on April 30, 2025 and June 18, 2026.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Gordon Harper08/25/2026
** 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)

Source: View Original Filing on SEC EDGAR