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

Rhea-AI Filing Summary

Macauley Desmond, Co-Chief Investment Officer of ARMOUR Residential REIT, Inc. (ARR), reported transactions on 08/21/2025 involving vested phantom stock. The filing shows a conversion election where 1,124 of 1,500 vested phantom stock units were converted into 1,124 shares of ARMOUR common stock and the remaining 376 vested phantom units were converted to cash to cover income taxes. The Form 4 tables list a separate reported acquisition of 1,500 common-stock-equivalent units and a disposition of 376 shares at $14.81 per share. Beneficial ownership figures reported on the form show 3,610 shares following one reported transaction line and 3,234 shares following the reported disposition line. The filing notes the phantom units are economically equivalent to common shares and relates to a five-year vesting award previously reported.

Positive

• Vested equity converted into actual common shares (1,124 shares), increasing direct common-stock holdings
• Transaction aligns with previously disclosed award (phantom stock vesting over five years), indicating routine compensation settlement

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider conversion of vested phantom stock into shares and cash for taxes; no new grant or unexpected sale disclosed.

The filing documents an internal compensation-related conversion: 1,124 vested phantom units were converted into common shares and 376 units into cash to satisfy tax withholding. The disposition price of $14.81 is disclosed for the 376-unit cash conversion. Reported beneficial ownership counts on the form appear as 3,610 and 3,234 shares on different transaction lines, reflecting the conversion and the tax-withholding disposition. This is consistent with planned vesting and prior disclosure rather than an open-market sale or strategic divestment.

Compensation / Corporate Governance Specialist

TL;DR: Compensation-driven mechanics: phantom stock converted per vesting schedule; tax-withholding satisfied via cash conversion.

The disclosure clarifies that the phantom units are the economic equivalent of common shares and vest over five years, as previously reported. The choice to convert a portion to cash solely for tax obligations is a common administrative step following vesting. No evidence in the form indicates additional grant terms, accelerated vesting, or changes to governance or control. The transaction appears administrative and aligned with standard equity compensation practices.

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

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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^*

Macauley Desmond

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Investment Officer

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)		1,500	A	$0	3,610	D
Common Stock, par value $0.001 per share	08/21/2025		F(1)		376	D	$14.81	3,234	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(1)			1,500	(1)	(1)	Common Stock	1,500	$0	27,000	D

Explanation of Responses:

1. On August 21, 2025, the reporting person elected to convert 1,124 of the 1,500 shares of vested phantom stock into 1,124 shares of ARMOUR common stock. The reporting person elected to convert the remaining 376 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,500 shares are part of, and relate to, 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/ Desmond Macauley	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ARMOUR insider Macauley Desmond report on Form 4 (ARR)?

The Form 4 reports that on 08/21/2025 Desmond converted vested phantom stock: 1,124 units into common shares and 376 units into cash for taxes.

How many shares did the insider receive and how many were cashed out?

The filing shows 1,124 phantom units converted into 1,124 common shares and 376 units converted to cash to cover income taxes.

What price is shown for the converted/ disposed shares?

A disposition of 376 shares is reported at a price of $14.81 per share.

What is the nature of the phantom stock disclosed?

The filing states each phantom unit is the economic equivalent of one share of ARMOUR common stock and vests over a five-year period.

How many shares does the Form 4 show as beneficially owned after the transactions?

The form lists beneficial ownership figures of 3,610 shares on one transaction line and 3,234 shares on the disposition line.