Armour Residential REIT (NYSE: ARR) awards 12,857 phantom stock units to chair

Rhea-AI Filing Summary

Armour Residential REIT reported that its chairman and director received a grant of 12,857 phantom stock units on December 16, 2025 under the company's stock incentive plan. These derivative awards are economically equivalent to common shares and were recorded at a price of $0 per unit.

The phantom shares vest over a five-year period, with about 643 units vesting on each quarterly date from February 20, 2026 through November 20, 2030, after which all 12,857 units will have vested and be settled in an equal number of common shares within 30 days. The units receive dividend equivalents in cash or stock at the holder's election and fully vest on death, disability, or a change in control, while generally being forfeited upon service termination. Following this grant, the reporting person beneficially owned 19,007 phantom stock units directly.

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

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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 FL 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)
12/16/2025

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)
			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)	12/16/2025		A		12,857		(1)(2)	(1)(2)	Common Stock	12,857	$0(1)(4)	19,007(1)	D

Explanation of Responses:

1. The reporting person was granted an aggregate of 12,857 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Third 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: 643 phantom shares shall vest beginning on February 20, 2026 with an additional 643 (or 642, due to rounding) phantom shares vesting on each following May 20, August 20, November 20, and February 20, through November 20, 2030, 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/ Daniel C. Staton	12/18/2025
	** 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.

FAQ

What insider transaction did Armour Residential REIT (ARR) report?

Armour Residential REIT reported that its chairman and director received a grant of 12,857 phantom stock units on December 16, 2025 under its stock incentive plan. Each unit is the economic equivalent of one share of common stock.

How do the 12,857 phantom shares for Armour Residential REIT (ARR) vest?

The 12,857 phantom shares vest over a five-year period. About 643 units vest beginning on February 20, 2026, with approximately 643 (or 642) units vesting on each following May 20, August 20, November 20, and February 20 through November 20, 2030, when all units will have vested.

When will the ARR phantom stock units convert into common shares?

Upon each vesting date, the reporting person will be entitled to an equal number of shares of Armour Residential REIT common stock for the vested phantom units, to be delivered within 30 days after vesting.

What happens to the ARR phantom stock if there is death, disability, or a change in control?

The reporting person’s unvested phantom stock will fully and automatically vest upon the reporting person’s death, disability, or in the event of a change in control of Armour Residential REIT.

Does the Armour Residential REIT (ARR) phantom stock grant pay dividends?

Yes. For each phantom share, the reporting person will receive a cash payment equal to the cash dividend distributions paid in the ordinary course on a share of Armour common stock. The holder may instead elect to receive a number of common shares equal to the dividend amount divided by the fair market value of a share on the dividend date.

What occurs to the ARR phantom stock upon resignation or retirement?

Upon termination of service, all unvested phantom stock is generally forfeited. However, in a resignation or retirement where the sum of the reporting person’s age and years of service is at least 70, the person may retain unvested awards, which continue to vest on the original schedule subject to specified conditions and related tax consequences and risks.

How many ARR phantom stock units does the reporting person own after this grant?

After the reported transaction, the reporting person beneficially owned 19,007 phantom stock units directly, as disclosed in the derivative securities table.