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Armour Residential REIT (ARR) insider reports phantom stock conversions

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Armour Residential REIT, Inc. director reports phantom stock conversions

A director of Armour Residential REIT, Inc. (ARR) reported two transactions on November 21, 2025 involving the conversion of vested phantom stock into common shares. The director converted 540 units of phantom stock into 540 shares of common stock and separately converted 500 units of phantom stock into 500 shares, both at a price of $0 per share, reflecting that these are equity awards rather than open‑market purchases.

After these transactions, the director beneficially owned 24,878 shares of common stock directly. The filing also shows remaining phantom stock holdings of 6,650 units and 6,150 units after the respective conversions, each unit being the economic equivalent of one share of Armour common stock. These awards were originally granted to vest over multiyear periods.

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Insider BELL MARC H
Role Director
Type Security Shares Price Value
Exercise Phantom Stock 540 $0.00 --
Exercise Phantom Stock 500 $0.00 --
Exercise Common Stock, par value $0.001 per share 540 $0.00 --
Exercise Common Stock, par value $0.001 per share 500 $0.00 --
Holdings After Transaction: Phantom Stock — 6,650 shares (Direct); Common Stock, par value $0.001 per share — 24,378 shares (Direct)
Footnotes (1)
  1. On November 21, 2025, the reporting person elected to convert 540 of the 540 shares of vested phantom stock into 540 shares of ARMOUR common stock. The 540 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 February 14, 2023 and 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. On November 21, 2025, the reporting person elected to convert 500 of the 500 shares of vested phantom stock into 500 shares of ARMOUR common stock. The 500 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. 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 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
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*
BELL MARC H
(Last) (First) (Middle)
6800 BROKEN SOUND PARKWAY
SUITE 200
(Street)
BOCA RATON FL 33487
(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)
11/21/2025
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 11/21/2025 M(1) 540 A $0 24,378 D
Common Stock, par value $0.001 per share 11/21/2025 M(2) 500 A $0 24,878 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 (3) 11/21/2025 M 540 (1) (1) Common Stock 540 $0 6,650 D
Phantom Stock (3) 11/21/2025 M 500 (2) (2) Common Stock 500 $0 6,150 D
Explanation of Responses:
1. On November 21, 2025, the reporting person elected to convert 540 of the 540 shares of vested phantom stock into 540 shares of ARMOUR common stock. The 540 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 February 14, 2023 and 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.
2. On November 21, 2025, the reporting person elected to convert 500 of the 500 shares of vested phantom stock into 500 shares of ARMOUR common stock. The 500 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.
3. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Remarks:
/s/ Marc H. Bell 11/24/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did ARR report in this Form 4?

A director of Armour Residential REIT, Inc. (ARR) reported converting vested phantom stock awards into common shares on November 21, 2025.

How many ARR shares were received from phantom stock conversions?

The director converted 540 phantom stock units into 540 common shares and 500 units into 500 common shares, for a total of 1,040 shares.

What was the price for the ARR phantom stock conversions?

Both conversions were reported at a price of $0 per share, indicating they arose from equity awards, not market purchases.

How many ARR common shares does the reporting person own after these transactions?

Following the transactions, the reporting person beneficially owned 24,878 shares of Armour Residential REIT common stock directly.

What is phantom stock in the ARR directors compensation?

Phantom stock units are stated to be the economic equivalent of one share of ARR common stock, vesting over multiyear periods and convertible into shares.

Does the ARR director still hold phantom stock after the conversions?

Yes. After the conversions, the filing shows 6,650 and 6,150 phantom stock units remaining in separate award lines.