Armour Residential REIT (NYSE: ARR) awards 17,140 phantom stock units to director
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Behar Z Jamie reported acquisition or exercise transactions in this Form 4 filing.
Armour Residential REIT director Z. Jamie Behar received a grant of 17,140 units of phantom stock as compensation. These awards were granted at no cost and each unit is economically equivalent to one share of Armour common stock.
The phantom stock vests over five years under a time-based schedule. Beginning on May 20, 2026, 857 phantom shares vest, with an additional 857 vesting on each following August 20, November 20, February 20, and May 20, through February 20, 2031. After this grant, Behar holds 32,154 phantom stock units.
Upon vesting, the director is entitled to receive an equal number of Armour common shares within 30 days and, in the meantime, receives dividend equivalents in cash or additional common shares. Unvested awards fully vest upon death, disability, or a change in control, but are otherwise forfeited on termination except under specified retirement conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
Behar Z Jamie
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 17,140 | $0.00 | -- |
Holdings After Transaction:
Phantom Stock — 32,154 shares (Direct, null)
Footnotes (1)
- The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth 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: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2031, 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. 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. 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Key Figures
Phantom stock granted: 17,140 units
Holdings after grant: 32,154 units
Installment size: 857 units
+2 more
5 metrics
Phantom stock granted
17,140 units
Grant of phantom stock to director on May 19, 2026
Holdings after grant
32,154 units
Total phantom stock units following the transaction
Installment size
857 units
Number of phantom shares vesting on each scheduled vesting date
Vesting period
5 years
Time-based vesting from May 20, 2026 through February 20, 2031
Dividend equivalent rate
1:1 with common
Each phantom unit receives cash dividends equal to one common share
Key Terms
phantom stock, Stock Incentive Plan, time-based vesting schedule, change in control, +2 more
6 terms
phantom stock financial
"The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"
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.
Stock Incentive Plan financial
"granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
time-based vesting schedule financial
"phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows"
change in control financial
"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"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
withholding taxes financial
"reporting person also has the right to elect to have withholding taxes or a portion thereof satisfied by reducing the number of shares of common stock"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock"
