Armour Residential director exercises phantom stock units

HOLLIHAN JOHN P III reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

HOLLIHAN JOHN P III reported disposition transactions in this Form 4 filing.

Armour Residential REIT, Inc. director John P. Hollihan III reported activity on August 21, 2025 involving 520 units of phantom stock. Footnotes state that 312 units were converted into 312 shares of common stock, while 208 units were settled in cash solely to pay income taxes, with 208 shares of common stock delivered at $14.81 per share to satisfy the tax liability. After these transactions, he directly holds 13,133 shares of Armour Residential common stock and 3,740 units of phantom stock.

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.

Insider Trade Summary

520 shares exercised/converted

Exercise 3 txns

Insider HOLLIHAN JOHN P III

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock	520	$0.00	$0.00
Exercise	Common Stock	520	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	208	$14.81	$3K

Holdings After Transaction: Phantom Stock — 3,740 contracts (Direct); Common Stock — 13,133 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock units exercised or settled: 520 units Common shares issued from conversion: 312 shares Phantom stock settled in cash for taxes: 208 units +4 more

7 metrics

Phantom stock units exercised or settled 520 units Units of phantom stock handled on August 21, 2025

Common shares issued from conversion 312 shares Phantom stock units converted into ARMOUR common stock on August 21, 2025

Phantom stock settled in cash for taxes 208 units Units converted into cash solely to pay income taxes on vested stock

Shares used for tax withholding 208 shares Common stock delivered at $14.81 per share to satisfy tax liability

Tax withholding price $14.81 per share Price applied to 208 shares used for income tax payment

Post-transaction common stock holdings 13,133 shares Direct ARMOUR Residential common stock held after August 21, 2025 transactions

Remaining phantom stock units 3,740 units Phantom stock units held directly following the derivative transaction

Key Terms

Phantom Stock, tax-withholding disposition, economic equivalent

3 terms

Phantom Stock financial

"Security titled "Phantom Stock" in the derivative transaction on August 21, 2025"

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.

tax-withholding disposition financial

"Transaction code F described as a "tax-withholding disposition" of common stock"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

economic equivalent financial

"Footnote stating each unit of phantom stock is the economic equivalent of one share"

FAQ

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

What did ARR director John P. Hollihan III report in this Form 4?

He reported activity involving 520 units of phantom stock on August 21, 2025, converting 312 units into common shares and settling 208 units in cash solely to pay income taxes, with related tax-withholding in common stock.

How many ARMOUR Residential (ARR) phantom stock units were exercised or settled?

On August 21, 2025, Hollihan handled 520 units of phantom stock. Footnotes specify 312 units converted into common stock and 208 units were converted into cash solely to cover income taxes on the vested phantom stock.

What tax-related transaction did occur for ARR stock in this filing?

The filing shows a tax-withholding disposition of 208 shares of common stock at $14.81 per share. This transaction paid the income tax liability associated with vested phantom stock units, consistent with the Form 4 footnote explanation.

How many ARMOUR Residential (ARR) common shares does Hollihan hold after these transactions?

After the August 21, 2025 transactions, Hollihan directly holds 13,133 shares of ARMOUR Residential common stock. He also continues to hold 3,740 units of phantom stock, which are economically equivalent to common shares.

What is the relationship between ARR phantom stock units and common stock?

Each unit of phantom stock is the economic equivalent of one share of ARMOUR Residential common stock. This means phantom units track the value of common shares, and some units can be settled in stock or cash when they vest.

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

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Accepted by SEC EDGAR 08/22/2025 - 04:58 PM 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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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^*

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).
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