ARR (ARR) Co-CIO converts phantom stock, uses ARR shares to cover taxes

Rhea-AI Filing Summary

Armour Residential REIT Co-Chief Investment Officer Desmond Macauley reported equity compensation-related transactions involving phantom stock and common shares. On February 24, 2026, he exercised 1,500 units of vested phantom stock, each economically equivalent to one share of ARMOUR common stock.

According to the disclosure, 1,018 units were converted into 1,018 shares of common stock, increasing his directly held common shares. The remaining 482 units were converted into cash solely to pay income taxes on the vested stock, supported by a tax-withholding disposition of 482 common shares at $17.89 per share.

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^*

Macauley Desmond

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Investment Officer

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)		1,500	A	$0	5,841	D
Common Stock, par value $0.001 per share	02/24/2026		F(1)		482	D	$17.89	5,359	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			1,500	(1)	(1)	Common Stock	1,500	$0	24,000	D(1)

Explanation of Responses:

1. On February 24, 2026, the reporting person elected to convert 1,018 of the 1,500 shares of vested phantom stock into 1,018 shares of ARMOUR common stock. The reporting person elected to convert the remaining 482 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 report filed by the reporting person on April 30, 2025.

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

Remarks:

	/s/ Desmond Macauley	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ARR executive Desmond Macauley report?

Desmond Macauley reported exercising 1,500 units of vested phantom stock on February 24, 2026. He converted 1,018 units into 1,018 ARR common shares and used 482 units, effectively 482 shares, to generate cash solely to pay income taxes on the vested stock.

How many Armour Residential REIT (ARR) shares did Macauley receive from phantom stock?

Macauley elected to convert 1,018 of his 1,500 vested phantom stock units into 1,018 shares of ARR common stock. Each phantom stock unit is described as economically equivalent to one share of ARR common stock, so this exercise directly increased his common share holdings.

How were taxes handled on Macauley’s ARR phantom stock vesting?

For tax purposes, Macauley elected to convert 482 of the 1,500 vested phantom stock units into cash solely to pay income taxes. A related disposition of 482 ARR common shares at $17.89 per share reflects shares delivered to satisfy this tax liability.

What is phantom stock in the context of ARR’s compensation to Macauley?

In this context, each unit of ARR phantom stock is the economic equivalent of one share of ARR common stock. Macauley’s 1,500 vested phantom stock units vest over a five-year period and can be converted into common shares or cash, as reflected in this Form 4.

How did these February 24, 2026 transactions affect Macauley’s ARR share ownership?

After exercising phantom stock and the tax-withholding disposition, Macauley directly held 5,359 ARR common shares. The transactions also left him with 24,000 phantom stock units following the derivative exercise, reflecting ongoing equity-linked compensation exposure to ARR’s common stock.