Armour Residential (NYSE: ARR) CEO converts phantom stock, settles taxes in cash

Q: Did the ARR Form 4 show open-market buying or selling by the CEO?

No, the Form 4 shows no open-market trades. The transactions reflect a derivative exercise of phantom stock and a tax-withholding disposition, where 1,352 units were converted into cash to pay income taxes on vested equity.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Armour Residential REIT, Inc. director and CEO Scott Ulm reported compensation-related transactions involving phantom stock on May 21, 2026. He exercised 3,380 units of phantom stock, which are economically equivalent to common shares, and converted them into a mix of stock and cash.

According to the footnotes, 2,028 units were converted into 2,028 shares of ARMOUR common stock, while 1,352 units were settled in cash solely to cover income taxes on the vested stock. After these transactions, he directly held 78,210 shares of common stock and 33,490 units of phantom stock. These are routine equity compensation and tax-settlement events rather than open-market buying or selling.

Insider Trade Summary

3,380 shares exercised/converted

Mixed 3 txns

Insider ULM SCOTT

Role CEO

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	3,380	$0.00	--
Exercise	Common Stock, par value $0.001 per share	3,380	$0.00	--
Tax Withholding	Common Stock, par value $0.001 per share	1,352	$16.47	$22K

Holdings After Transaction: Phantom Stock — 33,490 shares (Direct, null); Common Stock, par value $0.001 per share — 78,210 shares (Direct, null)

Footnotes (1)

On May 21, 2026, the reporting person elected to convert 2,028 of the 3,380 shares of vested phantom stock into 2,028 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,352 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 3,380 shares are part of, and relate to phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021 and phantom stock vesting over a seven-year period, which was reported on a Form 4 report filed by the reporting person on February 16, 2023. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock exercised: 3,380 units Units converted to shares: 2,028 shares Units used for taxes: 1,352 units +3 more

6 metrics

Phantom stock exercised 3,380 units Units of phantom stock converted on May 21, 2026

Units converted to shares 2,028 shares Phantom stock units converted into ARR common stock

Units used for taxes 1,352 units Phantom stock units settled in cash solely to pay income taxes

Post-transaction common shares 78,210 shares Direct ARR common stock holdings after transactions

Remaining phantom stock 33,490 units Phantom stock units held after the May 21, 2026 conversion

Tax-settlement reference price $16.47 per share Price used for 1,352-share tax-withholding disposition entry

Key Terms

Phantom Stock, tax-withholding disposition, derivative security, phantom stock vesting, +1 more

5 terms

Phantom Stock financial

"The reporting person elected to convert 2,028 of the 3,380 shares of vested phantom stock into 2,028 shares 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

"transaction_action: tax-withholding disposition"

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 security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

phantom stock vesting financial

"The 3,380 shares are part of, and relate to phantom stock vesting over a six-and-a-half year period"

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 →

05/26/2026 - 04:30 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

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^*

ULM SCOTT

(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
X	Officer (give title below)	Other (specify below)
	CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	05/21/2026		M⁽¹⁾		3,380	A	$0	78,210	D
Common Stock, par value $0.001 per share	05/21/2026		F⁽¹⁾		1,352	D	$16.47	76,858	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽²⁾	05/21/2026		M			3,380	⁽¹⁾	⁽¹⁾	Common Stock	3,380	$0	33,490	D

Explanation of Responses:

1. On May 21, 2026, the reporting person elected to convert 2,028 of the 3,380 shares of vested phantom stock into 2,028 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,352 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 3,380 shares are part of, and relate to phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021 and phantom stock vesting over a seven-year period, which was reported on a Form 4 report filed by the reporting person on February 16, 2023.

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

Remarks:

	/s/ Scott J. Ulm	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ARR CEO Scott Ulm report in this Form 4?

Scott Ulm reported exercising phantom stock units and settling taxes. He converted 3,380 phantom stock units, receiving 2,028 ARR common shares and using 1,352 units for cash solely to pay income taxes on the vested stock.

Did the ARR Form 4 show open-market buying or selling by the CEO?

No, the Form 4 shows no open-market trades. The transactions reflect a derivative exercise of phantom stock and a tax-withholding disposition, where 1,352 units were converted into cash to pay income taxes on vested equity.

How many Armour Residential REIT (ARR) shares does Scott Ulm hold after these transactions?

After the transactions, Scott Ulm directly holds 78,210 ARR shares. The filing also shows he continues to hold 33,490 units of phantom stock, which are economically equivalent to an equal number of ARR common shares.

What is phantom stock in the context of ARR’s Form 4?

Phantom stock is a deferred equity-based compensation instrument. Each unit is economically equivalent to one share of Armour Residential REIT common stock and can be converted into stock or cash, as described in the Form 4 footnotes.

How many phantom stock units did ARR’s CEO use to pay taxes?

Scott Ulm used 1,352 phantom stock units to cover income taxes. The footnote explains these units were converted into cash solely to pay income taxes related to the vested phantom stock awards.

Is the ARR CEO’s Form 4 transaction a routine compensation event?

Yes, the filing describes a routine compensation-related event. The CEO exercised 3,380 vested phantom stock units, taking 2,028 as shares and 1,352 as cash for taxes, consistent with equity award vesting and tax-settlement practices.