Armour Residential (ARR) awards 17,140 phantom stock units to board chair

Rhea-AI Filing Summary

STATON DANIEL C reported acquisition or exercise transactions in this Form 4 filing.

Armour Residential REIT, Inc. reported that Chairman of the Board Daniel C. Staton received a grant of 17,140 units of phantom stock under the company’s Fourth Amended and Restated 2009 Stock Incentive Plan. Each unit is the economic equivalent of one share of ARMOUR common stock.

The phantom shares vest over about five years in 857-share installments beginning on May 20, 2026 and continuing on each following August 20, November 20, February 20, and May 20 through February 20, 2031, after which all units will have vested. Upon each vesting, Staton is entitled to receive an equal number of shares of common stock within 30 days.

The grant includes dividend equivalents: for each phantom share, Staton will receive cash equal to ordinary-course cash dividends on a common share, or, at his election, an equivalent number of common shares. Unvested phantom stock fully vests upon death, disability, or a change in control, but is otherwise forfeited on service termination, subject to specified retirement conditions.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider STATON DANIEL C

Role Chairman of the Board

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	17,140	$0.00	--

Holdings After Transaction: Phantom Stock — 34,624 shares (Direct, null)

Footnotes (1)

1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20, and May 20, through February 20, 2031, at which time all such shares of 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. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Key Figures

Phantom stock grant: 17,140 units Phantom stock holdings after grant: 34,624 units Installment vesting size: 857 units +3 more

6 metrics

Phantom stock grant 17,140 units Grant under Fourth Amended and Restated 2009 Stock Incentive Plan

Phantom stock holdings after grant 34,624 units Total phantom stock units following transaction

Installment vesting size 857 units Number of phantom shares vesting on each scheduled vest date

Vesting start date May 20, 2026 First 857 phantom shares vest on this date

Final vesting date February 20, 2031 All phantom stock units fully vested by this date

Dividend equivalent Cash equal to dividends per share Per phantom share, with option to elect common shares instead

Key Terms

phantom stock, time-based vesting schedule, change in control, withholding taxes, +2 more

6 terms

phantom stock financial

"The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"

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.

time-based vesting schedule financial

"The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026"

change in control financial

"The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

withholding taxes financial

"The reporting person also has the right to elect to have withholding taxes or a portion thereof satisfied by reducing the number of shares of common stock"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

cash dividend distributions financial

"With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course"

economic equivalent financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

STATON DANIEL C

(Last) (First) (Middle)

9501 JAGGED CREEK COURT

(Street)

DELRAY BEACH FLORIDA 33446

(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
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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)(2)(3)(4)	(1)(4)	05/19/2026		A		17,140		(1)(2)	(1)(2)	Common Stock	17,140	$0(1)(4)	34,624(1)	D

Explanation of Responses:

1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20, and May 20, through February 20, 2031, at which time all such shares of 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.

2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.

3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.

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

Remarks:

	/s/ Daniel C. Staton	05/21/2026
	** 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)

FAQ

What did Daniel C. Staton receive in this Armour Residential REIT (ARR) Form 4 filing?

Daniel C. Staton received a grant of 17,140 phantom stock units. Each unit is economically equivalent to one share of Armour Residential common stock and will settle in shares as the grant vests over a multi-year schedule, subject to continued service and other conditions.

How does the phantom stock granted to ARR’s chairman vest over time?

The 17,140 phantom shares vest in 857-share installments over about five years. Vesting begins May 20, 2026 and continues on each following August 20, November 20, February 20, and May 20 until February 20, 2031, when all units are fully vested.

What does Daniel C. Staton receive when his ARR phantom stock vests?

Upon vesting, Staton is entitled to receive an equal number of Armour Residential common shares within 30 days. Each vested phantom stock unit converts into one share of common stock, providing equity-based compensation tied directly to the company’s share performance and dividend stream.

Do the ARR phantom stock units pay dividends before they vest?

Yes. For each phantom share, Staton receives cash equal to the ordinary-course cash dividends on a share of ARR common stock. He can alternatively elect to receive common shares equal to the dividend amount divided by the fair market value on the dividend payment date.

What happens to unvested ARR phantom stock if service ends or there is a change in control?

Unvested phantom stock fully and automatically vests upon death, disability, or a change in control of Armour Residential. Otherwise, it is forfeited at service termination, except certain retirements where age plus years of service are at least 70 and additional conditions are satisfied.

How many phantom stock units does Daniel C. Staton hold after this ARR grant?

After this grant, Staton holds a total of 34,624 phantom stock units. This includes the newly awarded 17,140 units, reflecting his accumulated phantom stock-based compensation position tied to Armour Residential’s common stock over time.