Armour Residential REIT (NYSE: ARR) director exercises phantom stock, covers taxes with shares

Rhea-AI Filing Summary

Armour Residential REIT director Robert C. Hain reported derivative and related stock transactions. On February 24, 2026, he exercised 1,043 units of phantom stock, which are economically equivalent to common shares, and adjusted his holdings accordingly.

Related non-derivative entries show 1,043 shares of common stock credited at a price of $0.00 per share and a tax-withholding disposition of 522 common shares at $17.89 per share. Following these transactions, he directly owned 1,531 common shares and 15,014 phantom stock units.

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^*

Hain Robert C

(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
	Officer (give title below)		Other (specify below)

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)		1,043	A	$0	2,053	D
Common Stock, par value $0.001 per share	02/24/2026		F(1)		522	D	$17.89	1,531	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			1,043	(1)	(1)	Common Stock	1,043	$0	15,014	D

Explanation of Responses:

1. On February 24, 2026, , the reporting person elected to convert 521 of the 1,043 shares of vested phantom stock into 521 shares of ARMOUR common stock. The reporting person elected to convert the remaining 522 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,043 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, and December 18, 2025.

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

Remarks:

	/s/ Robert C. Hain	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 transactions did ARR director Robert C. Hain report?

Robert C. Hain reported exercising phantom stock units and related stock movements. He converted 1,043 phantom stock units, received common shares, and disposed of 522 shares to cover tax obligations, ending with 1,531 common shares and 15,014 phantom stock units held directly.

How many Armour Residential REIT (ARR) shares did the director dispose of for taxes?

The director reported a tax-withholding disposition of 522 ARR common shares at $17.89 per share. This disposition was used to satisfy income tax obligations related to vested phantom stock that was exercised and converted in connection with the February 24, 2026 transactions.

How many Armour Residential REIT (ARR) common shares does the director hold after this Form 4?

After the reported transactions, the director directly holds 1,531 ARR common shares. This reflects the credited common shares from the phantom stock exercise and the 522-share tax-withholding disposition executed at $17.89 per share on February 24, 2026.

What is the role of phantom stock in the ARR director’s compensation?

The Form 4 shows the director holding 15,014 phantom stock units, each economically equivalent to one ARR common share. These units vest over multi-year periods and can be converted into stock or cash, with part used here to satisfy related income tax liabilities.

Did the ARR director make an open-market purchase or sale of shares?

The reported movements are tied to compensation awards, not open-market trading. Shares were acquired through exercising phantom stock at $0.00 and partially disposed of—522 shares at $17.89—specifically to cover tax obligations arising from the vested phantom stock.