Armour Residential chair converts phantom stock to shares

Armour Residential REIT chairman Daniel C. Staton reported routine equity compensation activity.

Rhea-AI Filing Summary

Armour Residential REIT chairman Daniel C. Staton reported routine equity compensation activity. On May 21, 2026, he elected to convert 1,900 vested units of phantom stock into 1,900 shares of Armour common stock and separately converted 480 vested units into 480 common shares.

Each unit of phantom stock is the economic equivalent of one common share. The converted shares are held indirectly through DM Staton Family Limited Partnership, where Staton is both a general and limited partner and has a pecuniary interest in the shares.

Insider Trade Summary

2,380 shares exercised/converted

Exercise 4 txns

Insider STATON DANIEL C

Role Chairman of the Board

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	1,900	$0.00	$0.00
Exercise	Phantom Stock	480	$0.00	$0.00
Exercise	Common Stock	1,900	$0.00	$0.00
Exercise	Common Stock	480	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 32,244 contracts (Direct); Common Stock — 33,203 shares (Indirect, See Footnote)

Footnotes (4)

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 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. 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. F3. On May 21, 2026, the reporting person elected to convert 480 shares of vested phantom stock into 480 shares of ARMOUR common stock. The 480 shares are part of, and relate to, phantom stock vesting over a six-and-a half year periods, which was reported on Form 4 report filed by the reporting person on January 14, 2021.
4. F4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock converted (five-year vesting): 1,900 units Phantom stock converted (six-and-a-half-year vesting): 480 units Total phantom stock units exercised: 2,380 units +4 more

7 metrics

Phantom stock converted (five-year vesting) 1,900 units Converted into 1,900 Armour common shares on May 21, 2026

Phantom stock converted (six-and-a-half-year vesting) 480 units Converted into 480 Armour common shares on May 21, 2026

Total phantom stock units exercised 2,380 units Exercise or conversion of derivative securities reported in transaction summary

Common shares after 480-share transaction 33,203 shares Total common shares following one indirect transaction

Common shares after 1,900-share transaction 32,723 shares Total common shares following second indirect transaction

Phantom stock after 480-unit exercise 32,244 units Derivative holdings following one phantom stock exercise

Phantom stock after 1,900-unit exercise 32,724 units Derivative holdings following second phantom stock exercise

Key Terms

phantom stock, pecuniary interest, Form 4

3 terms

phantom stock financial

"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."

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.

pecuniary interest financial

"The reporting person has a pecuniary interest in the shares held by DM Staton Family Limited Partnership."

Form 4 regulatory

"which was reported on Form 4 reports filed by the reporting person on February 14, 2023 , December 18, 2025 and May 21, 2026."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What did Armour Residential (ARR) chairman Daniel Staton report on this Form 4?

Daniel C. Staton reported converting vested phantom stock into Armour common shares. He converted 1,900 units and 480 units of phantom stock into equal numbers of common shares as part of his equity compensation, with no open-market share sales disclosed.

How many Armour Residential (ARR) phantom stock units were converted into common shares?

Staton converted a total of 2,380 phantom stock units into Armour common shares. This consisted of 1,900 units tied to five-year vesting schedules and 480 units tied to six-and-a-half-year vesting, all exchanged one-for-one into common stock.

Were any Armour Residential (ARR) shares sold in this Form 4 filing?

No share sales were reported in this filing. All transactions used code M, indicating exercises or conversions of phantom stock into common shares, with no reported open-market purchases or sales and no tax-withholding or gift transactions disclosed.

What is phantom stock in the context of Armour Residential (ARR)?

Phantom stock is a compensation instrument economically equivalent to common shares. Each unit of phantom stock in this filing equaled one share of Armour common stock, and vested units were converted into actual shares as part of the chairman’s long-term incentive arrangements.

How are the newly converted Armour Residential (ARR) shares held?

The converted shares are held indirectly through DM Staton Family Limited Partnership. Staton is both a general and limited partner of this partnership and has a pecuniary interest in the shares that the partnership holds in Armour Residential REIT.

Over what periods did the Armour Residential (ARR) phantom stock units vest?

The 1,900 converted units relate to phantom stock vesting over five-year periods, previously reported in earlier Forms 4. The 480 converted units relate to phantom stock vesting over a six-and-a-half-year period, also disclosed in prior Form 4 reports.

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Accepted by SEC EDGAR 05/26/2026 - 04:31 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
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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 FLORIDA 33446

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

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	05/21/2026		M(1)		1,900	A	$0	32,723	I	See Footnote(2)
Common Stock	05/21/2026		M(3)		480	A	$0	33,203	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	(4)	05/21/2026		M			1,900	(1)	(1)	Common Stock	1,900	$0	32,724	D
Phantom Stock	(4)	05/21/2026		M			480	(3)	(3)	Common Stock	480	$0	32,244	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 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. 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 May 21, 2026, the reporting person elected to convert 480 shares of vested phantom stock into 480 shares of ARMOUR common stock. The 480 shares are part of, and relate to, phantom stock vesting over a six-and-a half year periods, which was reported on Form 4 report 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	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.
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* Form 4: SEC 1474 (03-26)