Armour Residential REIT, Inc. (ARR) director receives 12,857 phantom shares

Rhea-AI Filing Summary

Armour Residential REIT, Inc. reported that one of its directors received a grant of 12,857 units of phantom stock on December 16, 2025 under its Third Amended and Restated 2009 Stock Incentive Plan. Each unit is economically equivalent to one share of common stock and, once vested, will be settled in an equal number of common shares within 30 days.

The award vests over a five-year, time-based schedule: 643 phantom shares vest beginning on February 20, 2026, with an additional 643 (or 642, due to rounding) vesting on each following May 20, August 20, November 20, and February 20 through November 20, 2030. Unvested phantom stock fully and automatically vests upon the director’s death, disability, or a change in control, and is generally forfeited upon termination of service, with special retirement treatment when age plus years of service is at least 70. The director will receive cash dividend equivalents on each phantom share, or may elect additional common shares instead, and will hold 16,057 phantom stock units directly after this grant.

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^*

Behar Z Jamie

(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)
12/16/2025

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

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(1)(2)(3)(4)	(1)(4)	12/16/2025		A		12,857		(1)(2)	(1)(2)	Common Stock	12,857	$0(1)(4)	16,057(1)	D

Explanation of Responses:

1. The reporting person was granted an aggregate of 12,857 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Third Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 643 phantom shares shall vest beginning on February 20, 2026 with an additional 643 (or 642, due to rounding) phantom shares vesting on each following May 20, August 20, November 20, and February 20, through November 20, 2030, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.

2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.

3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.

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

Remarks:

	/s/ Z. Jamie Behar	12/18/2025
	** 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.

FAQ

What insider transaction did Armour Residential REIT (ARR) disclose in this Form 4?

The report shows that a director of Armour Residential REIT, Inc. received a grant of 12,857 phantom stock units on December 16, 2025 under the company’s Third Amended and Restated 2009 Stock Incentive Plan.

How does the vesting schedule work for the 12,857 Armour Residential REIT phantom shares?

The 12,857 phantom shares vest over about five years. 643 phantom shares vest beginning on February 20, 2026, with an additional 643 (or 642, due to rounding) vesting on each following May 20, August 20, November 20, and February 20 through November 20, 2030, when all units will be vested.

What happens to the ARR phantom stock units if the director dies, becomes disabled, or there is a change in control?

The report states that all unvested phantom stock fully and automatically vests upon the director’s death, disability, or in the event of a change in control of Armour Residential REIT, Inc.

How are termination and retirement treated for the ARR phantom stock award?

Upon termination of service with Armour Residential REIT, Inc., all unvested phantom stock is forfeited. In the event of resignation or retirement, if the director’s age plus years of service is at least 70, the director may retain unvested awards, which continue to follow the original vesting schedule, subject to certain conditions and tax consequences in the grant agreement.

How are dividends handled on Armour Residential REIT phantom stock units?

For each phantom share, the director will receive a cash payment equal to the ordinary cash dividends paid on a share of Armour common stock. The director may alternatively elect to receive a number of common shares equal to the dividend amount divided by the fair market value of a share of Armour common stock on the dividend payment date.

When does the director receive ARR common stock for the phantom units, and how many units are now held?

Upon vesting, the director will be entitled to receive an equal number of Armour common shares within 30 days for each vested phantom share. After this grant, the director beneficially owns 16,057 phantom stock units, held directly.