ARR (ARR) director converts phantom stock and disposes shares for taxes

Rhea-AI Filing Summary

Armour Residential REIT director John P. Hollihan III reported compensation-related equity transactions. On February 24, 2026, he exercised 1,043 units of phantom stock, which are economically equivalent to common shares, into common stock. As part of this, 418 common shares were disposed of to cover income tax obligations tied to the vested phantom stock.

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

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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^*

HOLLIHAN JOHN P III

(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)
02/24/2026

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	02/24/2026		M		1,043(1)	A	$0	14,500	D
Common Stock	02/24/2026		F		418(1)	D	$17.89	14,082	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)	02/24/2026		M			1,043	(1)	(1)	Common Stock	1,043	$0	15,014	D

Explanation of Responses:

1. On February 24, 2026, the reporting person elected to convert 625 shares out of 1,043 shares of vested phantom stock into 625 shares of ARMOUR common stock. The person elected to convert the remaining 418 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1,043 shares are part of, and relate to, phantom stock vesting over a five-year period, which was reported on a Form 4 filed by the reporting person on February 14, 2023 and December 18, 2025.

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

Remarks:

	/s/ John P. Hollihan	02/26/2026
	** 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 insider transactions did ARR director John P. Hollihan III report?

John P. Hollihan III reported exercising 1,043 units of phantom stock into Armour Residential REIT common stock. In the same Form 4, 418 common shares were disposed of to satisfy income tax obligations related to the vesting of this phantom stock award.

What is the nature of the phantom stock reported for ARR?

The phantom stock reported is a compensation instrument where each unit is the economic equivalent of one share of Armour Residential REIT common stock. On February 24, 2026, 1,043 vested phantom stock units were involved in an exercise and related tax-settlement transaction.

How many ARR common shares were used to cover taxes in this Form 4?

The Form 4 shows that 418 shares of Armour Residential REIT common stock were disposed of at $17.89 per share. This disposition was explicitly described as a payment of income tax liability tied to the vested phantom stock award conversion.

Did the ARR director buy shares on the open market in this filing?

No, the Form 4 reflects an exercise and conversion of phantom stock, not an open-market purchase. The code M transactions show derivative exercises, while the F-code transaction reflects shares delivered to cover income taxes on the vesting event.

How many phantom stock units were converted into ARR common shares?

The filing shows 1,043 phantom stock units involved in an exercise transaction. Footnotes explain that 625 of these units were converted into 625 shares of Armour Residential REIT common stock, with the remaining 418 units converted into cash solely to pay income taxes.

Is the ARR phantom stock award part of a longer vesting schedule?

Yes. The 1,043 phantom stock units are part of a grant vesting over a five-year period. This award and its vesting were previously reported in Form 4 filings dated February 14, 2023 and December 18, 2025 for Armour Residential REIT.