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

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

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR)

Positive

  • None.

Negative

  • None.
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*
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).
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.

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.

Armour Residential Reit

NYSE:ARR

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ARR Stock Data

1.91B
111.61M
0.27%
40.58%
6.06%
REIT - Mortgage
Real Estate Investment Trusts
Link
United States
VERO BEACH