Armour Residential REIT (ARR) CFO awarded 75,000 phantom stock units with vesting to 2031

Rhea-AI Filing Summary

Harper Gordon reported acquisition or exercise transactions in this Form 4 filing.

Armour Residential REIT, Inc. CFO Gordon Harper received a grant of 75,000 units of phantom stock, each economically equivalent to one share of Armour common stock. This is a compensation-related award, not an open-market purchase or sale.

The grant vests on a time-based schedule: 3,750 phantom shares vest on each of August 20, November 20, February 20, and May 20, continuing through May 20, 2031. Within 30 days after each vesting date, Harper is entitled to receive an equal number of Armour common shares. Following this grant, Harper directly holds 129,600 phantom stock units.

Insights

Equity compensation analyst

Routine equity compensation grant with long-term vesting.

CFO Gordon Harper was granted 75,000 phantom stock units, each tied one-for-one to Armour common shares. This award is part of a stock incentive plan and carries no cash exercise price, functioning as deferred share-based compensation.

The award vests in 3,750-unit increments on four dates each year through May 20, 2031, aligning Harper’s incentives with long-term company performance. After this grant, Harper holds 129,600 phantom units, indicating a meaningful but routine equity-based stake for a senior executive.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harper Gordon

Role CFO

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	75,000	$0.00	--

Holdings After Transaction: Phantom Stock — 129,600 shares (Direct, null)

Footnotes (1)

1. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. On June 16, 2026, the reporting person was granted an aggregate of 75,000 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule described as follows: 3,750 phantom shares will vest on each of August 20, November 20, February 20, and May 20, through May 20, 2031, at which time all 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.

Key Figures

Phantom stock grant: 75,000 units Post-grant phantom holdings: 129,600 units Per-period vesting amount: 3,750 units +2 more

5 metrics

Phantom stock grant 75,000 units Grant of phantom stock to CFO Gordon Harper

Post-grant phantom holdings 129,600 units Phantom stock units held after transaction

Per-period vesting amount 3,750 units Number of phantom units vesting on each scheduled date

Vesting end date May 20, 2031 Final vesting date for the phantom stock award

Conversion ratio 1 unit : 1 share Each phantom stock unit equals one Armour common share economically

Key Terms

Phantom Stock, Fourth Amended and Restated 2009 Stock Incentive Plan, time-based vesting schedule, phantom shares

4 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.

Fourth Amended and Restated 2009 Stock Incentive Plan financial

"phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"

time-based vesting schedule financial

"pursuant to the time-based vesting schedule described as follows: 3,750 phantom shares will vest"

phantom shares financial

"the reporting person was granted an aggregate of 75,000 phantom shares under ARMOUR Residential REIT, Inc.'s Plan"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/18/2026 - 04:01 PM Accepted by SEC EDGAR 06/18/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What did Armour Residential REIT (ARR) CFO Gordon Harper report on this Form 4?

CFO Gordon Harper reported receiving a grant of 75,000 phantom stock units, a form of share-based compensation. Each unit is economically equivalent to one Armour common share and vests over time according to a pre-defined schedule under the company’s stock incentive plan.

Is Gordon Harper buying or selling Armour Residential REIT (ARR) stock in this filing?

No open-market buying or selling occurred. The Form 4 shows an acquisition coded as a grant or award of 75,000 phantom stock units. This is compensation granted by the company, not a discretionary purchase or sale on the stock market.

How does the 75,000-unit phantom stock grant for ARR’s CFO vest over time?

The 75,000 phantom shares vest in 3,750-unit installments on each of August 20, November 20, February 20, and May 20, continuing through May 20, 2031. This creates a multi-year, time-based vesting schedule that encourages longer-term alignment with shareholders.

What happens when Gordon Harper’s phantom stock units at Armour Residential REIT vest?

When the phantom stock units vest, Harper is entitled to receive an equal number of Armour common shares within 30 days. Because each phantom unit equals one common share economically, vesting effectively converts the award into actual share ownership over time.

How many phantom stock units does ARR CFO Gordon Harper hold after this grant?

After this grant, Gordon Harper directly holds 129,600 phantom stock units. This total includes the newly awarded 75,000 units and represents his reported phantom stock position as of the transaction date, reflecting his ongoing equity-based compensation stake in the company.

What is phantom stock in the context of Armour Residential REIT (ARR)?

In this context, phantom stock consists of units that each mirror the economic value of one Armour common share. Although not actual shares at grant, these units convert into common stock upon vesting, giving executives equity-linked compensation without an upfront cash exercise requirement.

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^*

Harper Gordon

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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

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)	06/16/2026		A		75,000		(2)	(2)	Common Stock	75,000	$0	129,600	D

Explanation of Responses:

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

2. On June 16, 2026, the reporting person was granted an aggregate of 75,000 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule described as follows: 3,750 phantom shares will vest on each of August 20, November 20, February 20, and May 20, through May 20, 2031, at which time all 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.

Remarks:

	/s/ Gordon Harper	06/18/2026
	** 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)