Armour Residential director converts phantom stock

Armour Residential REIT director Robert C. Hain reported compensation-related stock activity.

Rhea-AI Filing Summary

Armour Residential REIT director Robert C. Hain reported compensation-related stock activity. On May 21, 2026, he exercised 1,900 units of phantom stock, which are each economically equivalent to one common share. He converted 950 units into 950 shares of common stock and converted the remaining 950 units into cash solely to pay income taxes on the vested stock, a tax-withholding disposition rather than an open‑market sale. After these transactions, Hain directly holds 2,481 shares of common stock and 30,254 units of phantom stock.

Insider Trade Summary

1,900 shares exercised/converted

Exercise 3 txns

Insider Hain Robert C

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,900	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	1,900	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, par value $0.001 per share	950	$16.47	$16K

Holdings After Transaction: Phantom Stock — 30,254 contracts (Direct); Common Stock, par value $0.001 per share — 2,481 shares (Direct)

Footnotes (2)

1. F1. On May 21, 2026 , the reporting person elected to convert 950 of the 1,900 shares of vested phantom stock into 950 shares of ARMOUR common stock. The reporting person elected to convert the remaining 950 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1900 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, December 18, 2025, and May 21, 2026.
2. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock exercised: 1,900 units Units to common stock: 950 shares Units to cash for taxes: 950 units +3 more

6 metrics

Phantom stock exercised 1,900 units Converted on May 21, 2026

Units to common stock 950 shares Phantom units converted into ARMOUR common stock

Units to cash for taxes 950 units Converted solely to pay income taxes on vested stock

Common shares after transactions 3,431 shares Direct holdings following May 21, 2026 activity

Phantom stock after transactions 30,254 units Phantom stock units remaining after the conversion

Tax-withholding disposition price $16.47 per share Value used for 950-share tax-withholding disposition

Key Terms

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

3 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 950 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_action: derivative exercise/conversion for 1,900.0000 phantom stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ARR director Robert C. Hain report?

Robert C. Hain reported exercising 1,900 units of phantom stock, equivalent to 1,900 common shares. He turned 950 units into ARMOUR common stock and converted 950 units into cash solely to cover income taxes on the vested stock.

How many Armour Residential (ARR) shares did Robert Hain acquire?

Robert Hain acquired 950 shares of Armour Residential common stock by converting an equal number of vested phantom stock units. This was part of a 1,900‑unit phantom stock vesting and exercise reported as a compensation-related transaction.

Was Robert Hain’s Form 4 transaction a market sale of ARR shares?

The Form 4 shows no open-market sale. Instead, 950 phantom stock units were converted into cash solely to pay income taxes on the vested stock, which is recorded as a tax-withholding disposition, not a discretionary stock sale.

What are phantom stock units in the ARR Form 4 filing?

The filing states that each phantom stock unit is the economic equivalent of one share of Armour Residential common stock. These units are part of compensation that vests over five-year periods and can be settled in stock or cash.

What are Robert Hain’s holdings after the reported ARR transactions?

Following the May 21, 2026 activity, Robert Hain directly holds 3,431 shares of Armour Residential common stock and 30,254 units of phantom stock. These figures reflect his post-transaction equity and phantom stock positions from this filing.

How were ARR phantom stock awards used to cover taxes in this filing?

Hain elected to convert 950 of the 1,900 vested phantom stock units into cash solely to pay income taxes on the vested stock. This tax-withholding disposition reduces the need for a separate sale of common shares to fund the tax liability.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:34 PM EDT Learn about SEC filing dates

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^*

Hain Robert C

(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)

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

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)		1,900	A	$0	3,431	D
Common Stock, par value $0.001 per share	05/21/2026		F(1)		950	D	$16.47	2,481	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			1,900	(1)	(1)	Common Stock	1,900	$0	30,254	D

Explanation of Responses:

1. On May 21, 2026 , the reporting person elected to convert 950 of the 1,900 shares of vested phantom stock into 950 shares of ARMOUR common stock. The reporting person elected to convert the remaining 950 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1900 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, December 18, 2025, and May 21, 2026.

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

Remarks:

	/s/ Robert C. Hain	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)