Armour REIT director converts 1,900 phantom units

Armour Residential REIT director Stewart J. Paperin reported a compensation-related equity change involving phantom stock.

Rhea-AI Filing Summary

Armour Residential REIT director Stewart J. Paperin reported a compensation-related equity change involving phantom stock. On May 21, 2026, he elected to convert 1,900 vested phantom stock units into 1,900 shares of Armour common stock, as described in the footnotes.

The converted shares are held indirectly through the Stewart J. Paperin Family Trust, where he has pecuniary interest and investment control, bringing that trust’s indirect common stock holdings to 11,250 shares. Paperin also holds 208 common shares directly and continues to hold 30,254 units of phantom stock after the transaction, indicating this is an exercise-and-hold style conversion rather than a sale.

Insider Trade Summary

1,900 shares exercised/converted

Exercise 3 txns

Insider PAPERIN STEWART J

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,900	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	1,900	$0.00	$0.00
holding	Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Phantom Stock — 30,254 contracts (Direct); Common Stock, par value $0.001 per share — 11,250 shares (Indirect, See Footnote); Common Stock, par value $0.001 per share — 208 shares (Direct)

Footnotes (3)

1. F1. On May 21, 2026, the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900 shares of ARMOUR common stock. The 1,900 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on February 14, 2023, December 18, 2025 and May 21, 2026.
2. F2. Represents shares owned indirectly through the Stewart J. Paperin Family Trust. Mr. Paperin has a pecuniary interest in and investment control over the shares held by the Trust.
3. F3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock converted: 1,900 units Shares received from conversion: 1,900 shares Indirect common shares after transaction: 11,250 shares +3 more

6 metrics

Phantom stock converted 1,900 units Converted into 1,900 shares of common stock on May 21, 2026

Shares received from conversion 1,900 shares Common stock issued upon phantom stock conversion

Indirect common shares after transaction 11,250 shares Held through Stewart J. Paperin Family Trust after conversion

Direct common shares 208 shares Directly held common stock following the reported transactions

Phantom stock remaining 30,254 units Phantom stock units outstanding after exercising 1,900 units

Exercise price $0.0000 per unit Reported conversion or exercise price for phantom stock units

Key Terms

phantom stock, economic equivalent, pecuniary interest, Family Trust, +1 more

5 terms

phantom stock financial

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

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 of ARMOUR common stock."

pecuniary interest financial

"Mr. Paperin has a pecuniary interest in and investment control over the shares held by the Trust."

Family Trust financial

"Represents shares owned indirectly through the Stewart J. Paperin Family Trust."

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ARR director Stewart J. Paperin report?

Stewart J. Paperin reported converting 1,900 vested phantom stock units into 1,900 shares of Armour Residential REIT common stock. This was a compensation-related derivative exercise, with no open-market share sale disclosed in the transaction details or footnotes.

How many Armour Residential REIT (ARR) shares does the Paperin Family Trust hold?

Following the reported transaction, the Stewart J. Paperin Family Trust holds 11,250 shares of Armour Residential REIT common stock. Footnotes state Mr. Paperin has a pecuniary interest in, and investment control over, the shares owned indirectly through this trust structure.

How many Armour Residential REIT (ARR) shares does Stewart J. Paperin hold directly?

The filing shows Stewart J. Paperin holding 208 shares of Armour Residential REIT common stock directly. This direct position is separate from his indirect holdings through the family trust, which are reported as a distinct ownership line in the Form 4.

What happens when ARR phantom stock is converted into common shares?

Each unit of Armour Residential REIT phantom stock is economically equivalent to one common share. When converted, as in Paperin’s 1,900-unit election, the phantom units are exchanged for an equal number of common shares, reflecting previously reported long-term compensation vesting.

How many phantom stock units does Stewart J. Paperin still hold at Armour Residential REIT?

After converting 1,900 vested phantom stock units, Stewart J. Paperin holds 30,254 units of phantom stock. Footnotes explain these phantom stock units vest over a five-year period and mirror the economic value of Armour Residential REIT common stock.

Was there any open-market buying or selling of Armour Residential REIT (ARR) shares in this Form 4?

The Form 4 does not show any open-market purchases or sales. It reports a derivative exercise, where 1,900 phantom stock units were converted into 1,900 common shares, plus updated direct and indirect holdings, without indicating market trades in the reported transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 04:34 PM EDT Learn about SEC filing dates

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^*

PAPERIN STEWART J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	05/21/2026		M(1)		1,900	A	$0	11,250	I	See Footnote(2)
Common Stock, par value $0.001 per share								208	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	(3)	05/21/2026		M			1,900	(1)	(1)	Common Stock	1,900	$0	30,254	D

Explanation of Responses:

1. On May 21, 2026, the reporting person elected to convert 1,900 shares of vested phantom stock into 1,900 shares of ARMOUR common stock. The 1,900 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on February 14, 2023, December 18, 2025 and May 21, 2026.

2. Represents shares owned indirectly through the Stewart J. Paperin Family Trust. Mr. Paperin has a pecuniary interest in and investment control over the shares held by the Trust.

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

Remarks:

	/s/ Stewart J. Paperin	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)