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

Rhea-AI Filing Summary

Carolyn Downey, a director of ARMOUR Residential REIT, Inc. (ARR), reported transactions on August 21, 2025. She converted 520 vested units of phantom stock, which are each economically equivalent to one share of ARMOUR common stock. Of the 520 vested units, she elected to convert 260 units into 260 shares of common stock and elected to convert the remaining 260 units into cash solely to pay income taxes on the vested stock. The Form 4 shows a net issuance event that increased her recorded common stock holdings to 23,368 shares before a reported disposition of 260 shares at a price of $14.80, leaving 23,108 shares beneficially owned. The filing also reports 3,740 phantom stock units beneficially owned following the transactions. This disclosure reflects a routine equity compensation conversion and cash election to satisfy tax obligations.

Positive

• Director converted vested phantom stock into equity, increasing reported common stock holdings by 260 shares.
• Use of cash conversion to satisfy tax obligations demonstrates an administrative, non-speculative purpose for the disposition.
• Full disclosure filed on Form 4 provides transparency on insider ownership and compensation actions.

Negative

• 260 shares were disposed of at $14.80, reducing reported common stock holdings from 23,368 to 23,108 shares.
• Phantom stock balance decreased by 520 units, leaving 3,740 phantom units reported as beneficially owned.

Insights

Corporate Governance Expert

TL;DR: Routine equity-compensation conversion by a director, using cash-election to cover tax withholding; no indication of unusual trading.

The Form 4 documents an ordinary administrative action under the company’s phantom stock plan: 520 vested phantom units were addressed, with 260 converted to shares and 260 converted to cash for tax payment. The report identifies the reporting person as a director and shows the post-transaction beneficial ownership counts. From a governance perspective, this is a standard disclosure aligning with equity incentive plan mechanics and does not, on its face, indicate opportunistic selling or an extraordinary transaction.

Securities Analyst

TL;DR: Small-scale insider share issuance and disposition tied to compensation vesting; limited investor impact.

The filing quantifies the mechanics: 520 phantom units related to prior grants vested and were partially converted into common stock (260 shares) and partially into cash (260 units) to pay taxes. The Form 4 records a reported disposition of 260 shares at $14.80 and updates beneficial ownership to 23,108 shares. Given the modest share counts relative to typical public-company float and absence of other transactions, the event appears immaterial to ARR’s capital structure but is important for transparency on insider holdings.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Downey Carolyn

(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)
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)		520	A	$0	23,368	D
Common Stock, par value $0.001 per share	08/21/2025		F(1)		260	D	$14.8	23,108	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			520	(1)	(1)	Common Stock	520	$0	3,740	D

Explanation of Responses:

1. On August 21, 2025, the reporting person elected to convert 260 of the 520 shares of vested phantom stock into 260 shares of ARMOUR common stock. The reporting person elected to convert the remaining 260 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 520 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 January 14, 2021, and February 14, 2023.

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

Remarks:

	/s/ Carolyn Downey	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.
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.

FAQ

What did ARR director Carolyn Downey report on Form 4?

She reported converting 520 vested phantom stock units on 08/21/2025, electing to convert 260 units into 260 shares of common stock and 260 units into cash solely to pay income taxes.

How many ARMOUR (ARR) shares did Carolyn Downey acquire and dispose of?

She acquired 260 shares via conversion and a separate reported disposition shows 260 shares sold or otherwise disposed of at $14.80, resulting in 23,108 shares beneficially owned after the transactions.

What is the economic relationship between phantom stock units and ARR common stock?

Each phantom stock unit is the economic equivalent of one share of ARMOUR common stock, as stated in the Form 4 explanation.

When were these transactions executed?

The transactions occurred on August 21, 2025, and the Form 4 was signed and dated 08/22/2025.

How many phantom stock units remain beneficially owned after this filing?

The Form 4 reports 3,740 phantom stock units beneficially owned following the reported transactions.