ARR CFO reports phantom stock exercise and updated share holdings

Q: What insider transaction did ARR's CFO report on this Form 4?

The CFO, Gordon Harper , reported exercising 4,000 units of phantom stock on November 21, 2025 , converting part to common stock and part to cash for taxes.

Q: How many ARR shares did the CFO receive from the phantom stock conversion?

He converted 2,674 units of phantom stock into 2,674 shares of ARMOUR Residential REIT common stock .

Q: Why were some ARR phantom stock units converted to cash instead of shares?

The CFO elected to convert 1,326 units of phantom stock into cash solely to pay income taxes on the vested stock.

Q: What is the CFO's remaining phantom stock position in ARR?

After the exercise, he held 62,600 units of phantom stock , each unit being the economic equivalent of one share of ARMOUR common stock.

Q: What is phantom stock in the context of ARR's compensation?

For ARR, each unit of phantom stock is described as the economic equivalent of one share of ARMOUR common stock, used as part of long-term equity compensation.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ARMOUR Residential REIT, Inc. (ARR) CFO Gordon Harper reported a personal equity transaction involving phantom stock and common shares. On November 21, 2025, he exercised 4,000 units of phantom stock, which are each economically equivalent to one share of ARMOUR common stock. He elected to convert 2,674 units into 2,674 shares of common stock and convert the remaining 1,326 units into cash to cover income taxes on the vested stock. After these transactions, he beneficially owned 24,126 shares of common stock directly and 62,600 units of phantom stock, reflecting ongoing long-term equity compensation arrangements.

Insider Trade Summary

4,000 shares exercised/converted

Mixed 3 txns

Insider Harper Gordon

Role CFO

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	4,000	$0.00	--
Exercise	Common Stock, par value $0.001 per share	4,000	$0.00	--
Tax Withholding	Common Stock, par value $0.001 per share	1,326	$16.31	$22K

Holdings After Transaction: Phantom Stock — 62,600 shares (Direct); Common Stock, par value $0.001 per share — 25,452 shares (Direct)

Footnotes (1)

On November 21, 2025, the reporting person elected to convert 2,674 of the 4,000 shares of vested phantom stock into 2,674 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,326 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 4,000 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 a Form 4 report filed by the reporting person on April 30, 2025. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Form 4 Insider Transactions: What Each Field Means →

11/25/2025 - 05:51 PM

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
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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^*

Harper Gordon

(Last)

(First)

(Middle)

3001 OCEAN DRIVE

SUITE 201

(Street)

VERO BEACH

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	11/21/2025		M⁽¹⁾		4,000	A	$0	25,452	D
Common Stock, par value $0.001 per share	11/21/2025		F⁽¹⁾		1,326	D	$16.31	24,126	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾	11/21/2025		M			4,000	⁽¹⁾	⁽¹⁾	Common Stock	4,000	$0	62,600	D

Explanation of Responses:

1. On November 21, 2025, the reporting person elected to convert 2,674 of the 4,000 shares of vested phantom stock into 2,674 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,326 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 4,000 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 a Form 4 report filed by the reporting person on April 30, 2025.

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

Remarks:

	/s/ Gordon Harper	11/24/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ARR's CFO report on this Form 4?

The CFO, Gordon Harper, reported exercising 4,000 units of phantom stock on November 21, 2025, converting part to common stock and part to cash for taxes.

How many ARR shares did the CFO receive from the phantom stock conversion?

He converted 2,674 units of phantom stock into 2,674 shares of ARMOUR Residential REIT common stock.

Why were some ARR phantom stock units converted to cash instead of shares?

The CFO elected to convert 1,326 units of phantom stock into cash solely to pay income taxes on the vested stock.

How many ARR common shares does the CFO own after this transaction?

Following the reported transactions, the CFO beneficially owned 24,126 shares of ARMOUR common stock directly.

What is the CFO's remaining phantom stock position in ARR?

After the exercise, he held 62,600 units of phantom stock, each unit being the economic equivalent of one share of ARMOUR common stock.

What is phantom stock in the context of ARR's compensation?

For ARR, each unit of phantom stock is described as the economic equivalent of one share of ARMOUR common stock, used as part of long-term equity compensation.