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Director at Armour Residential REIT (NYSE: ARR) converts phantom stock into common shares

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

Rhea-AI Filing Summary

Armour Residential REIT director Marc H. Bell increased his direct common share holdings through equity award conversions. On February 24, 2026, he elected to convert 1,043 vested phantom stock units into 1,043 shares of Armour common stock and separately converted 480 vested phantom stock units into 480 common shares, with each phantom unit economically equivalent to one share of common stock.

Following these derivative exercises, he directly held 26,401 shares of common stock and 17,484 units of phantom stock. The conversions were reported at an exercise price of $0.0000 per share, reflecting the nature of the equity compensation awards rather than an open-market purchase.

Positive

  • None.

Negative

  • None.

Insights

Director converted vested phantom stock into common shares at no cash cost.

Marc H. Bell, a director of Armour Residential REIT, Inc., elected on February 24, 2026 to exercise phantom stock awards into common shares. Two blocks of vested phantom units, 1,043 and 480, were converted one-for-one into common stock at an exercise price of $0.0000 per share.

After these conversions, he directly held 26,401 common shares and 17,484 phantom stock units. These transactions reflect non-cash settlement of existing equity awards rather than open-market buying or selling, so they are generally viewed as routine compensation-related activity.

Insider BELL MARC H
Role Director
Type Security Shares Price Value
Exercise Phantom Stock 1,043 $0.00 --
Exercise Phantom Stock 480 $0.00 --
Exercise Common Stock, par value $0.001 per share 1,043 $0.00 --
Exercise Common Stock, par value $0.001 per share 480 $0.00 --
Holdings After Transaction: Phantom Stock — 17,964 shares (Direct); Common Stock, par value $0.001 per share — 25,921 shares (Direct)
Footnotes (1)
  1. On February 24, 2026, , the reporting person elected to convert 1,043 shares of vested phantom stock into 1,043 shares of ARMOUR common stock. The 1,043 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, and December 18, 2025. On February 24, 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.
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 FL 33487
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 02/24/2026 M(1) 1,043 A $0 25,921 D
Common Stock, par value $0.001 per share 02/24/2026 M(2) 480 A $0 26,401 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) 02/24/2026 M 1,043 (1) (1) Common Stock 1,043 $0 17,964 D
Phantom Stock (3) 02/24/2026 M 480 (2) (2) Common Stock 480 $0 17,484 D
Explanation of Responses:
1. On February 24, 2026, , the reporting person elected to convert 1,043 shares of vested phantom stock into 1,043 shares of ARMOUR common stock. The 1,043 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, and December 18, 2025.
2. On February 24, 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 02/26/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Marc H. Bell report in his latest Form 4 for Armour Residential REIT (ARR)?

Marc H. Bell reported converting phantom stock into common shares of Armour Residential REIT. He exercised 1,043 and 480 vested phantom units into the same number of common shares, reflecting routine equity compensation activity rather than open-market buying or selling.

How many Armour Residential REIT (ARR) phantom stock units did Marc H. Bell convert?

Marc H. Bell converted 1,043 vested phantom stock units in one transaction and 480 vested phantom stock units in a separate transaction. Each phantom unit is economically equivalent to one share of Armour common stock, so the conversions yielded an equal number of common shares.

What are Marc H. Bell’s holdings after the reported Form 4 transactions in ARR?

After the reported transactions, Marc H. Bell directly held 26,401 shares of Armour Residential REIT common stock and 17,484 units of phantom stock. These balances reflect the impact of his February 24, 2026 conversions of vested phantom stock awards into common shares.

Did Marc H. Bell buy or sell Armour Residential REIT (ARR) shares on the open market?

The filing shows no open-market buying or selling. Instead, Marc H. Bell exercised phantom stock awards into common shares at an exercise price of $0.0000 per share, indicating non-cash settlement of existing equity compensation rather than discretionary market trades.

What does it mean that Armour Residential REIT phantom stock is economically equivalent to common stock?

Each unit of phantom stock is described as economically equivalent to one share of Armour common stock. This means the phantom units track the value of common shares, and when vested, can be converted one-for-one into actual common stock, as reflected in Marc H. Bell’s Form 4.