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Armour Residential REIT (NYSE: ARR) CFO exercises phantom stock, uses units for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

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 30,637 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 Harper Gordon
Role CFO
Type Security Shares Price Value
Exercise Phantom Stock 4,000 $0.00 --
Exercise Common Stock, par value $0.001 per share 4,000 $0.00 --
Tax Withholding Common Stock, par value $0.001 per share 1,321 $16.47 $22K
Holdings After Transaction: Phantom Stock — 54,600 shares (Direct, null); Common Stock, par value $0.001 per share — 30,637 shares (Direct, null)
Footnotes (1)
  1. 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. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
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
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."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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*
Harper Gordon
(Last)(First)(Middle)
3001 OCEAN DRIVE
SUITE 201
(Street)
VERO BEACH FLORIDA 32963
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Armour Residential REIT, Inc. [ ARR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.001 per share05/21/2026M(1)4,000A$030,637D
Common Stock, par value $0.001 per share05/21/2026F(1)1,321D$16.4729,316D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(2)05/21/2026M4,000 (1) (1)Common Stock4,000$054,600D
Explanation of Responses:
1. 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.
2. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Gordon Harper05/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

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.

How many ARR shares did the CFO receive versus use for taxes?

The CFO converted 2,679 phantom stock units into 2,679 Armour common shares and converted 1,321 units into cash solely to cover income taxes. The tax-related portion is coded as a tax-withholding disposition, not an open-market sale of ARR shares.

What are Harper Gordon’s ARR common share holdings after these transactions?

After these transactions, the CFO directly holds 30,637 shares of Armour Residential REIT common stock. This reflects net shares from exercising phantom stock units after settling part of the position in cash to satisfy income tax obligations linked to the vesting.

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.