Armour REIT director granted 17,140 phantom shares

Downey Carolyn reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Downey Carolyn reported acquisition or exercise transactions in this Form 4 filing.

Armour Residential REIT director Carolyn Downey received a grant of 17,140 phantom stock units. These units were awarded at no cash cost under Armour’s Fourth Amended and Restated 2009 Stock Incentive Plan and increase her phantom stock holdings to 32,154 units.

The phantom stock vests over a five-year, time-based schedule. Beginning on May 20, 2026, 857 units vest on each May 20, August 20, November 20, and February 20 through February 20, 2031, when all 17,140 units are scheduled to be fully vested.

Each phantom unit is economically equal to one share of Armour common stock. Within 30 days of vesting, Downey will receive the same number of common shares. She will also receive dividend equivalents for each unit in cash or, at her election, additional shares. Unvested units fully vest on death, disability, or a change in control, but are generally forfeited on termination unless certain retirement conditions are met.

Insider Trade Summary

Grant/Award: 17,140 shares

Grant/Award 1 txn

Insider Downey Carolyn

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	17,140	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 32,154 contracts (Direct)

Footnotes (4)

1. F1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2031, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.
2. F2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.
3. F3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.
4. F4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock grant: 17,140 units Phantom stock holdings after grant: 32,154 units Quarterly vesting tranche: 857 units +2 more

5 metrics

Phantom stock grant 17,140 units Grant of phantom stock units to director on May 19, 2026

Phantom stock holdings after grant 32,154 units Total phantom stock units held following reported transaction

Quarterly vesting tranche 857 units Number of phantom units vesting each May 20, August 20, November 20, and February 20

Vesting period May 20, 2026 to February 20, 2031 Time-based vesting schedule for phantom stock grant

Exercise price $0.00 per unit Phantom stock grant awarded with no cash exercise price

Key Terms

Phantom Stock, time-based vesting, change in control, withholding taxes, +2 more

6 terms

Phantom Stock financial

"The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"

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.

time-based vesting financial

"phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

change in control financial

"will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

withholding taxes financial

"The reporting person also has the right to elect to have withholding taxes or a portion thereof satisfied by reducing the number of shares"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

dividend distributions financial

"the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course"

economic equivalent financial

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

FAQ

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

What did Armour Residential REIT (ARR) director Carolyn Downey report on this Form 4?

Carolyn Downey reported receiving a grant of 17,140 phantom stock units from Armour Residential REIT. These units are a form of stock-based compensation that convert into the same number of common shares as they vest over time.

How does the 17,140-unit phantom stock grant for ARR’s director vest over time?

The 17,140 phantom stock units vest on a time-based schedule over five years. Starting May 20, 2026, 857 units vest on each May 20, August 20, November 20, and February 20, ending February 20, 2031 when all units are fully vested.

What does each phantom stock unit represent for Armour Residential REIT (ARR)?

Each phantom stock unit is the economic equivalent of one share of Armour Residential REIT common stock. When a unit vests, the director is entitled to receive one common share within 30 days, plus dividend equivalents during the vesting period.

What happens to Carolyn Downey’s unvested phantom stock if certain events occur at ARR?

Unvested phantom stock will fully and automatically vest upon Downey’s death, disability, or a change in control of Armour Residential REIT. Generally, unvested units are forfeited at termination, with specific retirement-related exceptions if age plus service is at least 70.

How are dividends treated on the phantom stock granted by Armour Residential REIT (ARR)?

For each phantom share, Downey receives dividend equivalents equal to cash dividends paid on Armour common stock. She can elect cash payments or additional shares, with shares calculated using the dividend amount divided by Armour’s fair market share price on the dividend date.

What is Carolyn Downey’s phantom stock balance at ARR after this grant?

After the grant, Carolyn Downey holds 32,154 phantom stock units in total. These units represent a right to receive an equal number of Armour Residential REIT common shares as they vest, subject to the plan’s vesting and forfeiture conditions.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:03 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^*

Downey Carolyn

(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)
05/19/2026

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

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(1)(2)(3)(4)	(1)(4)	05/19/2026		A		17,140		(1)(2)	(1)(2)	Common Stock	17,140	$0(1)	32,154(1)	D

Explanation of Responses:

1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2031, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.

2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.

3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.

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

Remarks:

	/s/ Carolyn Downey	05/21/2026
	** 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)