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

Rhea-AI Filing Summary

John P. Hollihan, a director of ARMOUR Residential REIT, Inc. (ARR), reported transactions on August 21, 2025 converting vested phantom stock into common shares and cash. He converted 312 vested phantom units into 312 shares of ARMOUR common stock and elected to convert the remaining 208 vested units into cash to cover income taxes, resulting in an additional 312 shares acquired and 208 shares disposed of at a price of $14.81 per share. After these transactions he beneficially owned 13,341 shares of common stock and held 3,740 phantom units remaining.

Insights

Corporate Governance Expert

Insider converted compensation units into shares; routine and aligned with typical executive compensation mechanics.

The filing shows a director exercising contractual compensation rights by converting vested phantom stock into actual equity and cash to satisfy tax liabilities. This is a common governance outcome and indicates the director is retaining a portion of equity while using cash proceeds for taxes. The transaction does not constitute a sale of pre-existing shares to monetize holdings beyond the tax-related disposition, and the retained shares modestly increase direct ownership.

Securities Analyst

Transactions are small in scale relative to typical market volumes and are unlikely to move ARR's stock price materially.

The report details conversion of 520 vested phantom units into economic equivalents: 312 shares issued and 208 units cashed out at $14.81 per share to cover taxes. The net change in beneficial ownership is incremental, with post-transaction ownership of 13,341 shares. From a market-impact perspective, these actions are routine insider compensation mechanics rather than open-market disposals or large block trades that would signal a material change in insider sentiment.

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^*

HOLLIHAN JOHN P III

(Last) (First) (Middle)

3001 OCEAN DRIVE

SUITE #201

(Street)

VERO BEACH FL 32963

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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
Common Stock	08/21/2025		M(1)		520	A	$0	13,341	D
Common Stock	08/21/2025		F(1)		208	D	$14.81	13,133	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	(2)	08/21/2025		M(1)			520	(1)	(1)	Common Stock	520	$0	3,740	D

Explanation of Responses:

1. On August 21, 2025, the reporting person elected to convert 312 of the 520 shares of vested phantom stock into 312 shares of ARMOUR common stock. The reporting person elected to convert the remaining 208 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 520 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 January 14, 2021, and February 14, 2023.

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

Remarks:

	/s/ John P. Hollihan	08/22/2025
	** 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 did ARR director John P. Hollihan report on Form 4?

The director reported converting 312 vested phantom units into 312 shares of ARR common stock and converting 208 vested units into cash to pay taxes; the cash conversion price was $14.81 per share.

How many ARMOUR (ARR) shares does John P. Hollihan beneficially own after the transaction?

After the August 21, 2025 transaction, he beneficially owned 13,341 shares of ARMOUR common stock.

Why were some phantom units converted to cash in the Form 4 filing?

The filing states the 208 phantom units were converted into cash solely to pay income taxes on the vested stock.

What is the nature of the phantom stock and its equivalence to ARR shares?

Each unit of phantom stock is stated to be the economic equivalent of one share of ARMOUR common stock.

When were these transactions executed for ARR insider activity?

The transactions were executed on August 21, 2025 and the Form 4 was signed on August 22, 2025.