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

ARMOUR insider converts phantom stock; CFO now owns 66,600 shares

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

Rhea-AI Filing Summary

Armour Residential REIT insider transaction summary: On 08/21/2025, Gordon Harper, the company CFO and a director, converted 2,699 vested units of phantom stock into 2,699 shares of ARMOUR common stock and elected to receive cash for the remaining 1,301 vested phantom stock units to cover income taxes. The cash conversion for 1,301 shares was executed at a price of $14.81 per share, and the conversion created 4,000 shares in total from the phantom units. After these transactions, Harper beneficially owned 66,600 shares of common stock.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine tax-driven conversion of phantom stock into shares and cash; modest share issuance to an insider, not materially dilutive.

The filing shows an insider exercise/conversion of phantom stock tied to prior grants. Converting 2,699 units into common shares increases the insider's direct stake by that amount while 1,301 units were cashed out to satisfy tax withholding at $14.81 per share. The activity reflects compensation settlement mechanics rather than a market-sale liquidity event; it does not indicate new external financing or a change in company operations.

TL;DR: Standard executive compensation settlement consistent with previously reported grants; disclosure complies with Section 16 requirements.

The Form 4 discloses conversion and cash settlement of vested phantom stock that relate back to multiple prior awards reported on earlier Form 4s. The reporting person signed the form on 08/22/2025. This is a routine, transparent disclosure of insider beneficial ownership change; it raises no governance red flags based on the information provided.

Insider Harper Gordon
Role CFO
Type Security Shares Price Value
Exercise Phantom Stock 4,000 $0.00 --
Exercise Common Stock, par value $0.001 per share 4,000 $0.00 --
Tax Withholding Common Stock, par value $0.001 per share 1,301 $14.81 $19K
Holdings After Transaction: Phantom Stock — 66,600 shares (Direct); Common Stock, par value $0.001 per share — 22,753 shares (Direct)
Footnotes (1)
  1. On August 21, 2025, the reporting person elected to convert 2,699 of the 4,000 shares of vested phantom stock into 2,699 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,301 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 six year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021, 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 February 16, 2023, phantom stock vesting over a three year period which was reported on a Form 4 report filed by the reporting person on May 16, 2024 and phantom stock vesting over a five-year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025. 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*
Harper Gordon
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025
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 08/21/2025 M(1) 4,000 A $0 22,753 D
Common Stock, par value $0.001 per share 08/21/2025 F(1) 1,301 D $14.81 21,452 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) 08/21/2025 M 4,000 (1) (1) Common Stock 4,000 $0 66,600 D
Explanation of Responses:
1. On August 21, 2025, the reporting person elected to convert 2,699 of the 4,000 shares of vested phantom stock into 2,699 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,301 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 six year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021, 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 February 16, 2023, phantom stock vesting over a three year period which was reported on a Form 4 report filed by the reporting person on May 16, 2024 and phantom stock vesting over a five-year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Gordon Harper 08/22/2025
** 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.
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 ARR insider Gordon Harper do on 08/21/2025?

He converted 2,699 vested phantom stock units into 2,699 ARMOUR common shares and elected cash for 1,301 units to pay income taxes.

How much cash was received for the phantom stock cashed out?

The cash conversion for 1,301 units was executed at $14.81 per share.

How many ARMOUR shares does Gordon Harper beneficially own after the transaction?

Following the reported transactions, he beneficially owned 66,600 shares of common stock.

What is the economic nature of the phantom stock units?

Each phantom stock unit is the economic equivalent of one share of ARMOUR common stock, per the filing.

Was this Form 4 filed individually or jointly?

The Form 4 was filed by one reporting person (individual filing).