Armour Residential REIT (ARR) officer nets 1,111 shares from phantom stock vesting

Rhea-AI Filing Summary

Armour Residential REIT Co-Chief Investment Officer Macauley Desmond reported compensation-related equity transactions. On May 21, 2026, he exercised 1,500 units of phantom stock, which are economically equivalent to common shares, into Armour common stock.

Of these, 389 shares were disposed of through a tax-withholding transaction to cover income taxes on the vested stock, leaving a net 1,111 additional common shares acquired. After these transactions, he directly holds 6,470 shares of common stock, and his phantom stock balance stands at 22,500 units. The filing reflects an exercise-and-tax-withholding pattern rather than an open-market trade.

Insights

Equity compensation analyst

Routine equity vesting with tax withholding, not an open-market trade.

Macauley Desmond converted 1,500 units of phantom stock, economically equivalent to common shares, into Armour Residential REIT common stock. This is a standard compensation event rather than a discretionary market purchase.

To cover income taxes, 389 shares were withheld and disposed of at $16.47 per share, resulting in a net 1,111-share increase in his direct holdings. Following the transactions, he holds 6,470 common shares and 22,500 phantom stock units. With no open-market buying or selling and no remaining derivatives reported here, the informational signal for investors is limited.

Insider Trade Summary

1,500 shares exercised/converted

Mixed 3 txns

Insider Macauley Desmond

Role Co-Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,500	$0.00	--
Exercise	Common Stock, par value $0.001 per share	1,500	$0.00	--
Tax Withholding	Common Stock, par value $0.001 per share	389	$16.47	$6K

Holdings After Transaction: Phantom Stock — 22,500 shares (Direct, null); Common Stock, par value $0.001 per share — 6,859 shares (Direct, null)

Footnotes (1)

1. On May 21, 2026, the reporting person elected to convert 1,111 of the 1,500 shares of vested phantom stock into 1,111 shares of ARMOUR common stock. The reporting person elected to convert the remaining 389 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock exercised: 1,500 units Shares withheld for taxes: 389 shares Net shares gained: 1,111 shares +3 more

6 metrics

Phantom stock exercised 1,500 units Converted into common stock on May 21, 2026

Shares withheld for taxes 389 shares Tax-withholding disposition at $16.47 per share

Net shares gained 1,111 shares 1,500 exercised minus 389 tax-withheld

Post-transaction common shares 6,470 shares Direct holdings after reported transactions

Phantom stock balance 22,500 units Phantom stock units following derivative transaction

Tax-withholding price $16.47 per share Price for 389-share tax disposition

Key Terms

phantom stock, tax-withholding disposition, derivative exercise/conversion, economic equivalent

4 terms

phantom stock financial

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

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

"The reporting person elected to convert the remaining 389 shares of vested phantom stock into cash solely to pay income taxes."

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.

derivative exercise/conversion financial

"Transaction code M is described as Exercise or conversion of derivative security."

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^*

Macauley Desmond

(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, par value $0.001 per share	05/21/2026		M(1)		1,500	A	$0	6,859	D
Common Stock, par value $0.001 per share	05/21/2026		F(1)		389	D	$16.47	6,470	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	(2)	05/21/2026		M			1,500	(1)	(1)	Common Stock	1,500	$0	22,500	D(1)

Explanation of Responses:

1. On May 21, 2026, the reporting person elected to convert 1,111 of the 1,500 shares of vested phantom stock into 1,111 shares of ARMOUR common stock. The reporting person elected to convert the remaining 389 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Remarks:

	/s/ Desmond Macauley	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 insider transaction did ARR’s Macauley Desmond report on May 21, 2026?

Macauley Desmond reported exercising 1,500 phantom stock units into Armour Residential REIT common stock. These units are economically equivalent to shares, reflecting routine equity compensation rather than an open-market purchase, and were partly settled in stock and partly in cash for taxes.

How many Armour Residential REIT (ARR) shares were used to cover taxes in this Form 4?

The filing shows 389 Armour Residential REIT common shares were disposed of in a tax-withholding transaction at $16.47 per share. This satisfied income tax obligations on vested phantom stock rather than representing a discretionary market sale of existing investment holdings.

How many ARR shares did Macauley Desmond effectively gain from this phantom stock conversion?

Desmond converted 1,500 phantom stock units and had 389 shares withheld for taxes, resulting in a net gain of 1,111 Armour Residential REIT common shares. This increased his direct equity position as part of compensation rather than through open-market buying.

What are Macauley Desmond’s ARR common stock holdings after these transactions?

After the reported transactions, Desmond directly holds 6,470 shares of Armour Residential REIT common stock. This figure reflects the net impact of exercising phantom stock and the related tax-withholding share disposition recorded in the May 21, 2026 Form 4 filing.

What does phantom stock mean in the Armour Residential REIT (ARR) Form 4 filing?

In this filing, each unit of phantom stock is described as the economic equivalent of one share of Armour Residential REIT common stock. When vested units are converted, they deliver value like shares, supporting equity-based compensation without initially issuing actual common stock.

Did the ARR Form 4 show any open-market buying or selling by Macauley Desmond?

No open-market purchases or sales are reported. The Form 4 shows a derivative exercise of phantom stock and a tax-withholding disposition. These are compensation and tax events, not discretionary trades that would directly express Desmond’s market view on Armour Residential REIT shares.