ARR insider converts phantom stock units into common shares

Q: What insider transaction did ARR disclose in this Form 4?

The company disclosed that Chairman and officer Daniel C. Staton converted vested phantom stock units into ARMOUR Residential REIT common shares on November 21, 2025 .

Q: How many phantom stock units did the ARR insider convert to common shares?

On November 21, 2025, the reporting person converted 540 vested phantom stock units into 540 common shares and 500 vested phantom stock units into 500 common shares.

Q: What is phantom stock in the context of ARR's compensation?

Each unit of phantom stock is described as the economic equivalent of one share of ARMOUR Residential REIT common stock and generally vests over five-year periods .

Q: What roles does the reporting person hold at Armour Residential REIT (ARR)?

The reporting person is identified as a Director and an Officer , specifically holding the title of Chairman of the Board at Armour Residential REIT, Inc.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) reported an insider equity transaction by its Chairman of the Board and officer, Daniel C. Staton. On November 21, 2025, he elected to convert 540 vested phantom stock units into 540 shares of ARMOUR common stock and separately converted 500 vested phantom stock units into 500 common shares, both at a price of $0 per share.

Following these transactions, 28,800 common shares were held indirectly and 29,300 common shares were held indirectly, in each case through DM Staton Family Limited Partnership, where he is both a general and limited partner. The phantom stock units are economically equivalent to ARMOUR common stock and generally vest over five-year periods.

Insider Trade Summary

1,040 shares exercised/converted

Mixed 4 txns

Insider STATON DANIEL C

Role Chairman of the Board

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	540	$0.00	--
Exercise	Phantom Stock	500	$0.00	--
Exercise	Common Stock, par value $0.001 per share	540	$0.00	--
Exercise	Common Stock, par value $0.001 per share	500	$0.00	--

Holdings After Transaction: Phantom Stock — 6,650 shares (Direct); Common Stock, par value $0.001 per share — 28,800 shares (Indirect, See Footnote.)

Footnotes (1)

On November 21, 2025, the reporting person elected to convert 540 shares of vested phantom stock into 540 shares of ARMOUR common 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. Represents shares owned indirectly through DM Staton Family Limited Partnership. The reporting person is a general partner and a limited partner of DM Staton Family Limited Partnership. The reporting person has a pecuniary interest in the shares held by DM Staton Family Limited Partnership. On November 21, 2025, the reporting person elected to convert 500 of the 500 shares of vested phantom stock into 500 shares of ARMOUR common stock. The 500 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Form 4 Insider Transactions: What Each Field Means →

11/25/2025 - 05:37 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^*

STATON DANIEL C

(Last)

(First)

(Middle)

9501 JAGGED CREEK COURT

(Street)

DELRAY BEACH

33446

(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
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

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)
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	11/21/2025		M⁽¹⁾		540	A	$0	28,800	I	See Footnote.⁽²⁾
Common Stock, par value $0.001 per share	11/21/2025		M⁽³⁾		500	A	$0	29,300	I	See Footnote.⁽²⁾

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	⁽⁴⁾	11/21/2025		M			540	⁽¹⁾	⁽¹⁾	Common Stock	540	$0	6,650	D
Phantom Stock	⁽⁴⁾	11/21/2025		M			500	⁽³⁾	⁽³⁾	Common Stock	500	$0	6,150	D

Explanation of Responses:

1. On November 21, 2025, the reporting person elected to convert 540 shares of vested phantom stock into 540 shares of ARMOUR common 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. Represents shares owned indirectly through DM Staton Family Limited Partnership. The reporting person is a general partner and a limited partner of DM Staton Family Limited Partnership. The reporting person has a pecuniary interest in the shares held by DM Staton Family Limited Partnership.

3. On November 21, 2025, the reporting person elected to convert 500 of the 500 shares of vested phantom stock into 500 shares of ARMOUR common stock. The 500 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.

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

Remarks:

	/s/ Daniel C. Staton	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ARR disclose in this Form 4?

The company disclosed that Chairman and officer Daniel C. Staton converted vested phantom stock units into ARMOUR Residential REIT common shares on November 21, 2025.

How many phantom stock units did the ARR insider convert to common shares?

On November 21, 2025, the reporting person converted 540 vested phantom stock units into 540 common shares and 500 vested phantom stock units into 500 common shares.

At what price were the ARR common shares acquired in the conversion?

The common shares received upon conversion of the phantom stock units were acquired at a price of $0 per share, reflecting an equity compensation conversion rather than an open-market purchase.

How are the ARR shares owned after the transaction?

After the reported transactions, the common shares are held indirectly through DM Staton Family Limited Partnership, where the reporting person is a general and limited partner with a pecuniary interest.

What is phantom stock in the context of ARR's compensation?

Each unit of phantom stock is described as the economic equivalent of one share of ARMOUR Residential REIT common stock and generally vests over five-year periods.

What roles does the reporting person hold at Armour Residential REIT (ARR)?

The reporting person is identified as a Director and an Officer, specifically holding the title of Chairman of the Board at Armour Residential REIT, Inc.