STOCK TITAN

Armour REIT CIO exercises 4,000 phantom stock units

Armour Residential REIT, Inc. (ARR) reported that Co-Chief Investment Officer Desmond Macauley converted phantom stock into common shares on August 21, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) reported that Co-Chief Investment Officer Desmond Macauley converted phantom stock into common shares on August 21, 2026. He exercised 4,000 units of phantom stock, receiving 2,665 shares of common stock and converting 1,335 units into cash solely to pay income taxes on the vested stock. Following the transaction, he held 68,500 units of phantom stock directly.

Positive

  • None.

Negative

  • None.
Insider Macauley Desmond
Role Co-Chief Investment Officer
Type Security Shares Price Value
Exercise Phantom Stock F2, F1 4,000 $0.00 $0.00
Exercise Common Stock, par value $0.001 per share F1 4,000 $0.00 $0.00
Tax Withholding Common Stock, par value $0.001 per share F1 1,335 $16.32 $22K
Holdings After Transaction: Phantom Stock — 68,500 contracts (Direct); Common Stock, par value $0.001 per share — 9,135 shares (Direct)
Footnotes (2)
  1. F1. On August 21, 2026, the reporting person elected to convert 2,665 of the 4,000 shares of vested phantom stock into 2,665 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,335 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 4,000 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on Form 4 reports filed by the reporting person on April 30, 2025 and June 18, 2026.
  2. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock units exercised 4,000 units Units of phantom stock exercised on August 21, 2026
Phantom stock converted to common stock 2,665 shares Units converted into ARR common stock from vested phantom stock
Phantom stock converted to cash for taxes 1,335 units Vested phantom stock converted into cash solely to pay income taxes
Tax withholding share price $16.32 per share Price used for 1,335 shares disposed of under code F
Phantom stock units held after transaction 68,500 units Direct phantom stock holdings following the derivative transaction
phantom stock financial
"Each unit of phantom stock is the economic equivalent of one share"
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.
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share"
tax liability financial
"cash solely to pay income taxes on the vested stock"

FAQ

What did ARR executive Desmond Macauley report in this Form 4?

Desmond Macauley, Co-Chief Investment Officer of Armour Residential REIT, Inc. (ARR), reported exercising 4,000 units of phantom stock on August 21, 2026, receiving 2,665 common shares and converting 1,335 units into cash to cover income taxes on the vested stock.

How many ARR phantom stock units did Desmond Macauley exercise and what was the outcome?

He exercised 4,000 phantom stock units. According to the disclosure, 2,665 units were converted into 2,665 shares of ARR common stock, and 1,335 units were converted into cash used solely to pay income taxes on the vested stock.

How many ARR phantom stock units does Desmond Macauley hold after this transaction?

After the August 21, 2026 transaction, Desmond Macauley directly held 68,500 units of phantom stock. Each unit of phantom stock is stated to be the economic equivalent of one share of ARR common stock.

What does the tax withholding transaction in ARR’s Form 4 represent?

The Form 4 reports that 1,335 common shares, valued at $16.32 per share, were disposed of under code F. The footnote explains these shares were effectively converted into cash solely to pay income taxes on the vested phantom stock.

Was Desmond Macauley’s ARR Form 4 transaction under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox is marked false, indicating the reported transactions were not affirmed as being made pursuant to a Rule 10b5-1 trading plan based on this disclosure.

How is ARR phantom stock described in this Form 4?

Each unit of phantom stock is described as the economic equivalent of one share of Armour Residential REIT, Inc. common stock. The 4,000 units involved are part of phantom stock vesting over a five-year period previously reported in earlier Form 4 filings.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Investment Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share08/21/2026M(1)4,000A$010,470D
Common Stock, par value $0.001 per share08/21/2026F(1)1,335D$16.329,135D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)08/21/2026M4,000 (1) (1)Common Stock4,000$068,500D(1)
Explanation of Responses:
1. On August 21, 2026, the reporting person elected to convert 2,665 of the 4,000 shares of vested phantom stock into 2,665 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,335 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 4,000 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on Form 4 reports filed by the reporting person on April 30, 2025 and June 18, 2026.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Desmond Macauley08/25/2026
** Signature of Reporting PersonDate
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)