ARR director Hollihan reports phantom stock exercise and tax sale

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) director John P. Hollihan reported a routine equity compensation transaction. On 11/21/2025, he exercised 540 units of phantom stock, which are each economically equivalent to one share of ARR common stock. He converted 324 vested phantom units into 324 shares of common stock and converted the remaining 216 vested units into cash solely to cover income taxes on the vested stock. After these transactions, he beneficially owned 13,457 shares of ARR common stock directly and 3,200 units of phantom stock.

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

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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^*

HOLLIHAN JOHN P III

(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	11/21/2025		M(1)		540	A	$0	13,673	D
Common Stock	11/21/2025		F(1)		216	D	$16.31	13,457	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 324 of the 520 shares of vested phantom stock into 324 shares of ARMOUR common stock. The reporting person elected to convert the remaining 216 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/ John P. Hollihan	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).
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FAQ

What insider transaction did ARR director John P. Hollihan report on this Form 4?

Director John P. Hollihan reported exercising 540 units of phantom stock on 11/21/2025, converting 324 units into common shares and 216 units into cash to pay income taxes.

How many Armour Residential REIT (ARR) shares does the reporting person own after the transaction?

Following the reported transactions, John P. Hollihan beneficially owned 13,457 shares of ARR common stock directly, plus 3,200 units of phantom stock.

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

Each unit of phantom stock is stated to be the economic equivalent of one share of ARR common stock, typically used as an equity-based compensation vehicle.

Why were 216 phantom stock units converted to cash instead of ARR shares?

The filing explains that 216 vested phantom stock units were converted into cash solely to pay income taxes on the vested stock.

What is the relationship of the reporting person to Armour Residential REIT (ARR)?

The reporting person, John P. Hollihan, is identified as a Director of Armour Residential REIT, Inc. (ARR).

At what price was the tax-related disposition recorded in ARR's Form 4?

The tax-related disposition of 216 shares tied to the phantom stock exercise is recorded at a price of $16.31 per share in the non-derivative table.