Armour Residential REIT director exercises 1,900 units
Armour Residential REIT director Carolyn Downey reported compensation-related stock transactions, not open-market trading.
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Form Type
4
Rhea-AI Filing Summary
Armour Residential REIT director Carolyn Downey reported compensation-related stock transactions, not open-market trading. On May 21, 2026, she exercised 1,900 units of phantom stock, which are economically equivalent to common shares. She converted 950 units into 950 shares of common stock and converted the remaining 950 units into cash solely to pay income taxes on the vested stock. After these transactions, she directly owned 27,874 shares of common stock, and her phantom stock balance was 30,254 units, reflecting a routine vesting and tax-withholding event rather than a discretionary stock sale.
Insider Trade Summary
1,900 shares exercised/converted
Exercise
3 txns
Insider
Downey Carolyn
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 1,900 | $0.00 | $0.00 |
| Exercise | Common Stock, par value $0.001 per share | 1,900 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock, par value $0.001 per share | 950 | $16.47 | $16K |
Holdings After Transaction:
Phantom Stock — 30,254 contracts (Direct);
Common Stock, par value $0.001 per share — 27,874 shares (Direct)
Footnotes (2)
- F1. On May 21, 2026 , the reporting person elected to convert 950 of the 1,900 shares of vested phantom stock into 950 shares of ARMOUR common stock. The reporting person elected to convert the remaining 950 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1900 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.
- F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Key Figures
Phantom units exercised: 1,900 units
Units converted to shares: 950 units
Units converted to cash: 950 units
+3 more
6 metrics
Phantom units exercised
1,900 units
Phantom stock exercise on May 21, 2026
Units converted to shares
950 units
Converted into 950 common shares for the director
Units converted to cash
950 units
Converted into cash solely to pay income taxes
Common shares after transaction
28,824 shares
Director’s direct common stock holdings following transactions
Phantom stock after transaction
30,254 units
Phantom stock balance following derivative transaction
Tax-withheld shares equivalent
950 units
Economic equivalent of common shares used to cover taxes
Key Terms
phantom stock, tax-withholding disposition, derivative security, non-derivative, +1 more
5 terms
phantom stock financial
"Each unit of phantom stock is the economic equivalent of one share 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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
non-derivative financial
"transaction_type: non-derivative"
Form 4 regulatory
"which was reported on Form 4 reports filed by the reporting person"
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 ARR director Carolyn Downey report in this Form 4 filing?
Carolyn Downey reported routine compensation-related stock activity. She exercised 1,900 phantom stock units, converting 950 into common shares and 950 into cash to cover income taxes on the vested stock, with no open-market share purchases or sales.
What is phantom stock in the context of ARR’s Form 4 filing?
Phantom stock represents units tied to Armour Residential REIT’s share value. Each unit is economically equivalent to one common share, allowing the director to receive value similar to stock, either in shares or cash, when the phantom stock vests.
How many phantom stock units did Carolyn Downey exercise and what remains?
She exercised 1,900 phantom stock units on May 21, 2026. Of these, 950 units became common shares and 950 became cash for tax payments. Following the derivative transaction, her phantom stock balance shown in the filing was 30,254 units.
Does this ARR Form 4 indicate a change in Carolyn Downey’s overall equity exposure?
The filing reflects a modest shift in how her equity is held. She increased her direct common share holdings to 28,824 shares while maintaining a substantial phantom stock balance of 30,254 units, consistent with ongoing equity-based compensation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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