[Form 4] Armour Residential REIT, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR)November 21, 2025, the reporting person exercised 540 units of phantom stock, which are each the economic equivalent of one share of Armour common stock. Of these, 270 units were converted into 270 shares of common stock, while the remaining 270 units were converted into cash solely to cover income taxes related to the vested stock.

Following these transactions, the reporting person beneficially owned 24,482 shares of Armour common stock directly, and continued to hold 3,200 units of phantom stock. The phantom stock units relate to prior equity awards that vest over five-year periods and had been previously disclosed in earlier filings.

11/25/2025 - 05:44 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

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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^*

Downey Carolyn

(Last) (First) (Middle)

3001 OCEAN DRIVE

SUITE 201

(Street)

VERO BEACH FL 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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	11/21/2025		M(1)		540	A	$0	24,752	D
Common Stock, par value $0.001 per share	11/21/2025		F(1)		270	D	$16.31	24,482	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)	11/21/2025		M			540	(1)	(1)	Common Stock	540	$0	3,200	D

Explanation of Responses:

1. On November 21, 2025, the reporting person elected to convert 270 of the 540 shares of vested phantom stock into 270 shares of ARMOUR common stock. The reporting person elected to convert the remaining 270 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 540 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 January 14, 2021, and February 14, 2023.

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

Remarks:

	/s/ Carolyn Downey	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.
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FAQ

What insider transaction did ARR report in this Form 4?

The Form 4 reports that a director of Armour Residential REIT, Inc. (ARR) exercised 540 units of vested phantom stock on November 21, 2025, converting part to common stock and part to cash for taxes.

How many ARR phantom stock units were converted to common shares?

The reporting person converted 270 units of phantom stock into 270 shares of Armour common stock on November 21, 2025.

How many ARR phantom stock units were used to pay taxes?

The reporting person elected to convert 270 of the 540 vested phantom stock units into cash solely to pay income taxes on the vested stock.

How many ARR common shares does the insider own after the transaction?

After the reported transactions, the insider beneficially owned 24,482 shares of Armour common stock, held directly.

What is the economic relationship between ARR phantom stock and common stock?

Each unit of phantom stock is described as the economic equivalent of one share of Armour Residential REIT common stock.

How many ARR phantom stock units does the insider still hold?

Following the activity on November 21, 2025, the reporting person held 3,200 units of phantom stock, in addition to directly owned common shares.

Is this ARR Form 4 related to long-term equity awards?

Yes. The 540 phantom stock units involved are part of awards that vest over five-year periods and were previously disclosed in filings dated January 14, 2021 and February 14, 2023.