[Form 4] ARMOUR Residential REIT, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Scott J. Ulm, CEO and director of ARMOUR Residential REIT, Inc. (ARR), converted vested phantom stock into common shares and cash on August 21, 2025. He elected to convert 2,028 vested phantom units into 2,028 shares of ARMOUR common stock and to convert 1,352 vested phantom units into cash to cover withholding taxes. The conversions increased his direct common stock holdings by 3,380 shares to 72,126 shares in total; separately, a reported disposition of 1,352 shares at $14.81 reduced a reported beneficial holding to 70,774 shares in one entry, while Table II shows 3,380 underlying shares from phantom-stock conversion, leaving 43,630 derivative shares outstanding. Each phantom unit equals one share of common stock as disclosed.

Positive

• Conversion to equity: 2,028 vested phantom units were converted into 2,028 shares, increasing direct common-stock ownership.
• Transparency: Filing references prior Form 4 disclosures from 2021 and 2023 and explains the purpose of the cash conversion for tax withholding.

Negative

• Tax-related disposition: 1,352 vested phantom units were converted to cash and reported as a disposition at $14.81, which reduced reported holdings in one line.
• Dilution potential: The conversion of phantom stock into shares adds 3,380 shares to outstanding beneficial holdings, a dilutive event from the company perspective (routine but dilutive).

Insights

Financial Analyst

TL;DR: Routine insider compensation conversion; modest increase in directly held shares, minimal market impact.

This Form 4 documents a typical executive action converting vested phantom stock into common shares and cash for tax withholding. The conversion of 2,028 phantom units into shares increases Mr. Ulm's direct equity stake while converting 1,352 units to cash reflects standard tax-related disposition. The disclosed $14.81 price for the cash conversion provides a reference for the tax-related disposition but does not indicate an open-market sale. For investors, these actions signal management continuing to realize compensation-linked equity rather than large-scale selling.

Corporate Governance Expert

TL;DR: Governance action is procedural and consistent with executive compensation plans; no governance red flags.

The filing shows the CEO exercising plan-based rights tied to long-term phantom stock awards that vest over multi-year schedules first reported in 2021 and 2023. Converting vested units into shares and cash for taxes is a standard mechanism under equity compensation arrangements. The report includes clear explanation of the phantom units' equivalence to common shares and cites prior Form 4 disclosures, which supports transparency and compliance with Section 16 reporting obligations.

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)
08/21/2025

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	08/21/2025		M(1)		3,380	A	$0	72,126	D
Common Stock, par value $0.001 per share	08/21/2025		F(1)		1,352	D	$14.81	70,774	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)	08/21/2025		M			3,380	(1)	(1)	Common Stock	3,380	$0	43,630	D

Explanation of Responses:

1. On August 21, 2025, 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	08/22/2025
	** 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.
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FAQ

What transactions did Scott J. Ulm report on the Form 4 for ARR?

The report discloses that on 08/21/2025 Mr. Ulm converted 2,028 vested phantom units into 2,028 ARMOUR common shares and converted 1,352 vested phantom units into cash to pay taxes.

How many ARMOUR shares does Scott J. Ulm beneficially own after the reported transactions?

The filing shows beneficial ownership entries of 72,126 shares following the transactions in one line and 70,774 shares in another line; the explanation clarifies conversions totaled 3,380 units related to phantom stock vesting.

At what price were the shares converted to cash reported?

The cash conversion/disposition of 1,352 shares is reported at a price of $14.81 per share.

What is the nature of the phantom stock described in the filing?

Each phantom stock unit is stated to be the economic equivalent of one share of ARMOUR common stock and relates to multi-year vesting schedules previously reported on Form 4 in 2021 and 2023.

Was this Form 4 filed by one reporting person and who is the reporting person?

Yes, the form was filed by one reporting person: Scott J. Ulm, who is identified as CEO and a director of ARMOUR Residential REIT, Inc. (ARR).