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Armour REIT (NYSE: ARR) director withholds shares for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. (ARR) director Carolyn Downey reported an August 21, 2026 transaction involving phantom stock and common shares. She exercised 1,900 units of phantom stock, receiving 950 shares of common stock and converting the remaining 950 units into cash solely to pay income taxes. After the exercise, she held 28,354 units of phantom stock directly.

Positive

  • None.

Negative

  • None.
Insider Downey Carolyn
Role Director
Type Security Shares Price Value
Exercise Phantom Stock F2, F1 1,900 $0.00 $0.00
Exercise Common Stock, par value $0.001 per share F1 1,900 $0.00 $0.00
Tax Withholding Common Stock, par value $0.001 per share F1 950 $16.32 $16K
Holdings After Transaction: Phantom Stock — 28,354 shares (Direct); Common Stock, par value $0.001 per share — 29,769 shares (Direct)
Footnotes (2)
  1. F1. On August 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.
  2. F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Phantom stock units exercised 1,900 units Units of phantom stock converted on August 21, 2026
Common shares received from conversion 950 shares Shares of common stock received from phantom stock conversion on August 21, 2026
Phantom stock units converted to cash 950 units Converted solely to pay income taxes on vested stock
Phantom stock units held after transaction 28,354 units Direct phantom stock holdings following the reported exercise
Tax-withholding shares 950 shares Common shares delivered or withheld to pay income taxes
Tax-withholding price per share $16.32 per share Price used for 950 common shares delivered or withheld for taxes
phantom stock financial
"Each unit of phantom stock is the economic equivalent of one share"
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"
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

What did ARR director Carolyn Downey report in this Form 4?

She reported exercising 1,900 units of phantom stock on August 21, 2026, receiving 950 shares of Armour Residential REIT, Inc. common stock and converting the remaining 950 units into cash solely to pay income taxes on the vested stock.

How many ARR phantom stock units did Carolyn Downey exercise and what did she receive?

She exercised 1,900 units of phantom stock, receiving 950 shares of common stock and converting 950 units into cash to cover income taxes, according to the footnote.

How many ARR phantom stock units does Carolyn Downey hold after this transaction?

Following the August 21, 2026 exercise, Carolyn Downey directly held 28,354 units of phantom stock, as reported in the Form 4 derivative holdings field.

What is the economic relationship between ARR phantom stock and common stock in this filing?

Each unit of phantom stock is described as the economic equivalent of one share of Armour Residential REIT, Inc. common stock, meaning its value tracks the value of a single common share.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Downey Carolyn

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share08/21/2026M(1)1,900A$030,719D
Common Stock, par value $0.001 per share08/21/2026F(1)950D$16.3229,769D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)08/21/2026M1,900 (1) (1)Common Stock1,900$028,354D
Explanation of Responses:
1. On August 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.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Carolyn Downey08/25/2026
** Signature of Reporting PersonDate
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)