Armour Residential (NYSE: ARR) uses 760 shares to cover taxes

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) director John P. Hollihan III reported a derivative award conversion and related tax withholding on August 21, 2026. He exercised 1,900 units of phantom stock, converting 1,140 units into an equal number of common shares, and settled the remaining 760 units in cash solely to pay income taxes on the vested stock. The phantom stock transaction left him with 28,354 phantom stock units directly owned. In a related transaction, 760 shares of common stock were delivered or withheld at $16.32 per share for payment of tax liability.

Insider Trade Summary

Net Buyer: 1,140 shares

Net Buy 3 txns

Insider HOLLIHAN JOHN P III

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock F2, F1	1,900	$0.00	$0.00
Exercise	Common Stock F1	1,900	$0.00	$0.00
Tax Withholding	Common Stock F1	760	$16.32	$12K

Holdings After Transaction: Phantom Stock — 28,354 shares (Direct); Common Stock — 21,381 shares (Direct)

Footnotes (2)

1. F1. On August 21, 2026, the reporting person elected to convert 1,140 shares out of 1,900 shares of vested phantom stock into 1,140 shares of ARMOUR common stock. The person elected to convert the remaining 760 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,900 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on February 14, 2023, December 18, 2025 and May 21, 2026.
2. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock units exercised: 1,900 units Phantom stock converted to common stock: 1,140 shares Phantom stock settled in cash: 760 units +3 more

6 metrics

Phantom stock units exercised 1,900 units Vested phantom stock units converted or cashed out on August 21, 2026

Phantom stock converted to common stock 1,140 shares 1,140 shares of ARMOUR common stock received upon conversion

Phantom stock settled in cash 760 units Vested phantom stock units converted into cash solely to pay income taxes

Shares delivered/withheld for tax liability 760 shares Common stock used in a code F transaction for tax liability

Tax-liability transaction price $16.32 per share Price for 760 shares delivered or withheld in the code F transaction

Phantom stock units remaining 28,354 units Directly owned phantom stock units following the reported transaction

Key Terms

Phantom Stock, economic equivalent, tax liability, vested

4 terms

Phantom Stock financial

"1,900 shares of vested phantom stock into 1,140 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.

economic equivalent financial

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

tax liability financial

"payment of tax liability by delivering or withholding securities"

vested financial

"1,900 shares of vested phantom stock into 1,140 shares"

FAQ

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

He reported exercising 1,900 units of phantom stock on August 21, 2026, converting 1,140 units into common stock and settling 760 units in cash solely to pay income taxes on the vested stock. He also reported a related tax-liability share disposition.

How many Armour Residential REIT (ARR) shares were involved in the tax withholding?

A total of 760 shares of ARR common stock were delivered or withheld at $16.32 per share in a transaction coded “F,” reported as payment of tax liability by delivering or withholding securities.

How many phantom stock units did the ARR director convert to common stock?

John P. Hollihan III elected to convert 1,140 shares out of 1,900 shares of vested phantom stock into 1,140 shares of ARMOUR common stock, with each phantom unit being the economic equivalent of one common share.

What happened to the remaining phantom stock units for ARR in this filing?

Out of 1,900 vested phantom stock units, the remaining 760 units were converted into cash solely to pay income taxes on the vested stock. After the transaction, 28,354 phantom stock units remained directly owned by the reporting person.

Was a Rule 10b5-1 trading plan indicated for this ARR Form 4?

No. The filing’s Rule 10b5-1 checkbox is unchecked, and there is no footnote stating that the transactions were executed pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:24 PM Accepted by SEC EDGAR 08/25/2026 - 04:23 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
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^*

HOLLIHAN JOHN P III

(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)
08/21/2026

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	08/21/2026		M(1)		1,900	A	$0	22,141	D
Common Stock	08/21/2026		F(1)		760	D	$16.32	21,381	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)	08/21/2026		M			1,900	(1)	(1)	Common Stock	1,900	$0	28,354	D

Explanation of Responses:

1. On August 21, 2026, the reporting person elected to convert 1,140 shares out of 1,900 shares of vested phantom stock into 1,140 shares of ARMOUR common stock. The person elected to convert the remaining 760 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,900 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on February 14, 2023, December 18, 2025 and May 21, 2026.

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

Remarks:

	/s/ John P. Hollihan	08/25/2026
	** 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)