Phantom stock conversion by Armour (NYSE: ARR) CEO Scott Ulm

Rhea-AI Filing Summary

Armour Residential REIT (ARR) CEO Scott Ulm reported a compensation-related transaction involving phantom stock and common shares. On February 24, 2026, he exercised 3,380 units of phantom stock, which are each the economic equivalent of one share of Armour common stock.

According to the filing, Ulm converted 2,028 of these vested phantom stock units into 2,028 shares of common stock and elected to convert the remaining 1,352 units into cash solely to pay income taxes at a price of $17.89 per share. After these moves, he directly held 74,830 shares of common stock and 36,870 units of phantom stock. The activity reflects an exercise and tax withholding, not an open-market stock purchase or sale.

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

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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^*

ULM SCOTT

(Last) (First) (Middle)

3001 OCEAN DRIVE

SUITE #201

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

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)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, par value $0.001 per share	02/24/2026		M(1)		3,380	A	$0	76,182	D
Common Stock, par value $0.001 per share	02/24/2026		F(1)		1,352	D	$17.89	74,830	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)	02/24/2026		M			3,380	(1)	(1)	Common Stock	3,380	$0	36,870	D

Explanation of Responses:

1. On February 24, 2026, the reporting person elected to convert 2,028 of the 3,380 shares of vested phantom stock into 2,028 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,352 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 3,380 shares are part of, and relate to phantom stock vesting over a six-and-a-half year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021 and phantom stock vesting over a seven-year period, which was reported on a Form 4 report filed by the reporting person on February 16, 2023.

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

Remarks:

	/s/ Scott J. Ulm	02/26/2026
	** 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).
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FAQ

What insider transaction did ARR CEO Scott Ulm report on February 24, 2026?

ARR CEO Scott Ulm reported exercising 3,380 units of phantom stock on February 24, 2026. He converted 2,028 units into common shares and 1,352 units into cash to cover income taxes, reflecting a compensation-related adjustment rather than an open-market trade.

How many Armour Residential REIT (ARR) shares did Scott Ulm receive from the phantom stock conversion?

Scott Ulm received 2,028 shares of Armour Residential REIT common stock from converting vested phantom stock. The remaining 1,352 phantom stock units were settled in cash to pay income taxes, as described in the Form 4 footnote detailing his election.

At what price were ARR shares used to cover Scott Ulm’s tax withholding?

ARR shares used for Scott Ulm’s tax withholding were valued at $17.89 per share. The filing notes that 1,352 common shares were disposed of at this price to satisfy income tax obligations tied to his vested phantom stock award.

What are phantom stock units in the context of ARR CEO Scott Ulm’s Form 4?

In this Form 4, each phantom stock unit is the economic equivalent of one Armour Residential REIT common share. These units vest over multi-year periods and can be converted into common stock or cash, as Ulm elected for his February 24, 2026 transaction.

How many Armour Residential REIT common shares does Scott Ulm hold after this Form 4 transaction?

After the reported transactions, Scott Ulm directly holds 74,830 shares of Armour Residential REIT common stock. He also holds 36,870 units of phantom stock, which represent additional economic exposure separate from his directly owned common shares.

Does Scott Ulm’s February 2026 ARR Form 4 show an open-market stock sale?

The February 2026 Form 4 does not show an open-market stock sale by Scott Ulm. It reports a derivative exercise and a tax-withholding disposition, where 1,352 shares were delivered at $17.89 solely to pay income taxes on vested phantom stock.