Armour Residential REIT (NYSE: ARR) CFO exercises phantom stock, uses units for tax
Rhea-AI Filing Summary
Armour Residential REIT CFO Harper Gordon reported routine equity compensation activity involving phantom stock units and related tax payments. On May 21, 2026, Gordon exercised 4,000 units of phantom stock, which are each the economic equivalent of one share of common stock, into Armour common shares.
Of these, 2,679 units were converted into 2,679 shares of common stock, while the remaining 1,321 units were converted to cash solely to pay income taxes on the vested stock, recorded as a tax-withholding disposition at $16.47 per share. Following the transactions, Gordon directly held 29,316 shares of common stock and 54,600 units of phantom stock. These are compensation- and tax-related entries rather than open-market trades.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 2,679 shares
Net Buy
3 txns
Insider
Harper Gordon
Role
CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 4,000 | $0.00 | $0.00 |
| Exercise | Common Stock, par value $0.001 per share | 4,000 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock, par value $0.001 per share | 1,321 | $16.47 | $22K |
Holdings After Transaction:
Phantom Stock — 54,600 shares (Direct);
Common Stock, par value $0.001 per share — 29,316 shares (Direct)
Footnotes (2)
- F1. On May 21, 2026, the reporting person elected to convert 2,679 of the 4,000 shares of vested phantom stock into 2,679 shares of ARMOUR common stock. The reporting person elected to convert the remaining 1,321 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 4,000 shares are part of, and relate to phantom stock vesting over a six year period, which was reported on a Form 4 report filed by the reporting person on January 14, 2021, 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 February 16, 2023, phantom stock vesting over a three year period which was reported on a Form 4 report filed by the reporting person on May 16, 2024 and 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.
- F2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Key Figures
Phantom units exercised: 4,000 units
Units converted to shares: 2,679 units/shares
Units used for taxes: 1,321 units
+3 more
6 metrics
Phantom units exercised
4,000 units
Phantom stock units exercised into common stock on May 21, 2026
Units converted to shares
2,679 units/shares
Converted into 2,679 shares of common stock from phantom stock
Units used for taxes
1,321 units
Converted to cash solely to pay income taxes on vested stock
Tax disposition price
$16.47 per share
Price used for 1,321-share tax-withholding disposition
Common shares after
30,637 shares
Direct common stock holdings after Form 4 transactions
Phantom units after
54,600 units
Phantom stock units remaining after 4,000-unit conversion
Key Terms
phantom stock, tax-withholding disposition, derivative security, economic equivalent
4 terms
phantom stock financial
"The reporting person elected to convert 2,679 of the 4,000 shares of vested phantom stock into 2,679 shares of ARMOUR common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did ARR CFO Harper Gordon report in this Form 4?
CFO Harper Gordon reported exercising phantom stock units into Armour Residential REIT common shares, with part of the position settled in cash for taxes. These are compensation-related entries, not open-market buying or selling of ARR stock.
How many phantom stock units did ARR’s CFO convert on May 21, 2026?
On May 21, 2026, the CFO converted 4,000 phantom stock units tied to ARR into common stock and cash. Footnotes state these units are the economic equivalent of Armour common shares, reflecting long-term equity compensation vesting over several multi-year periods.
Does ARR’s CFO still hold phantom stock units after this Form 4?
Yes. After converting 4,000 phantom stock units, the CFO still holds 54,600 phantom stock units. Each unit is the economic equivalent of one share of Armour common stock, representing ongoing equity-based compensation tied to multi-year vesting schedules.
Is this ARR Form 4 a signal of open-market buying or selling?
No. The Form 4 reflects a derivative exercise of phantom stock and a tax-withholding disposition for income taxes. There are no open-market purchases or sales; these are routine equity compensation and tax-settlement transactions for the CFO of Armour Residential REIT.