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

Armour Residential (NYSE: ARR) director uses 950 shares for taxes

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

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) director Robert C. Hain reported equity compensation-related transactions involving phantom stock and common stock. On August 21, 2026, he exercised 1,900 units of phantom stock, which are each the economic equivalent of one share of ARR common stock. He converted 950 units into 950 shares of common stock and converted the remaining 950 units into cash solely to pay income taxes on the vested stock, with a related disposition of 950 shares of common stock at $16.32 per share to pay that tax liability. Following the derivative exercise, he directly held 28,354 units of phantom stock. The filing does not indicate that these transactions were made under a Rule 10b5-1 trading plan.

Positive

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Negative

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Insider Hain Robert C
Role Director
Type Security Shares Price Value
Exercise Phantom Stock F2, F1 1,900 $0.00 $0.00
Exercise Common Stock, par value $0.001 per share F1 1,900 $0.00 $0.00
Tax Withholding Common Stock, par value $0.001 per share F1 950 $16.32 $16K
Holdings After Transaction: Phantom Stock — 28,354 shares (Direct); Common Stock, par value $0.001 per share — 3,431 shares (Direct)
Footnotes (2)
  1. F1. On August 21, 2026 , the reporting person elected to convert 950 of the 1,900 shares of vested phantom stock into 950 shares of ARMOUR common stock. The reporting person elected to convert the remaining 950 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1900 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 February 14, 2023, December 18, 2025, and May 21, 2026.
  2. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock units exercised 1,900 units Units of phantom stock exercised on August 21, 2026
Phantom stock converted to common shares 950 units / 950 shares Portion of exercised phantom stock converted into common stock
Phantom stock converted to cash for taxes 950 units Portion of exercised phantom stock converted into cash solely to pay income taxes
Shares delivered or withheld for tax liability 950 shares at $16.32 per share Common stock used to pay income taxes related to vested stock
Phantom stock units held after transaction 28,354 units Direct phantom stock holdings following the August 21, 2026 exercise
Phantom Stock financial
"The 1900 shares are part of, and relate to, phantom stock vesting"
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.
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share"
payment of tax liability financial
"Payment of tax liability by delivering or withholding securities"

FAQ

What insider transaction did ARR director Robert C. Hain report?
Robert C. Hain reported exercising 1,900 units of phantom stock on August 21, 2026. He converted 950 units into 950 shares of Armour Residential REIT, Inc. common stock and converted 950 units into cash solely to pay income taxes on the vested stock.

How many Armour Residential REIT (ARR) phantom stock units does Robert C. Hain hold after the transaction?
After the reported exercise, Robert C. Hain directly held 28,354 units of phantom stock, each unit being the economic equivalent of one share of Armour Residential REIT, Inc. common stock, according to the Form 4 disclosure.

At what price were ARR shares used to pay taxes in Robert C. Hain’s Form 4?
In connection with paying income taxes, 950 shares of Armour Residential REIT, Inc. common stock were delivered or withheld at a price of $16.32 per share, as reported under transaction code F for payment of tax liability.

Did Robert C. Hain’s ARR Form 4 involve a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5-1 checkbox was not marked, so the transactions were not reported as being pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

What is the relationship between ARR phantom stock and common stock in Robert C. Hain’s filing?
Each unit of phantom stock reported by Robert C. Hain is the economic equivalent of one share of Armour Residential REIT, Inc. common stock, according to the footnote in the Form 4.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Hain Robert C
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share08/21/2026M(1)1,900A$04,381D
Common Stock, par value $0.001 per share08/21/2026F(1)950D$16.323,431D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)08/21/2026M1,900 (1) (1)Common Stock1,900$028,354D
Explanation of Responses:
1. On August 21, 2026 , the reporting person elected to convert 950 of the 1,900 shares of vested phantom stock into 950 shares of ARMOUR common stock. The reporting person elected to convert the remaining 950 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1900 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 February 14, 2023, December 18, 2025, and May 21, 2026.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Robert C. Hain08/25/2026
** Signature of Reporting PersonDate
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