ARMOUR Residential REIT, Inc. filings document a mortgage REIT that invests in a leveraged portfolio of Agency mortgage-backed securities and manages interest-rate and MBS price risk through financing, hedging and liquidity strategies. Its 8-K filings report operating results, financial-position presentations, common and preferred stock dividend announcements, and Regulation FD materials.
ARMOUR's regulatory record also covers its common stock and Series C preferred stock, REIT tax distribution framework, at-the-market equity activity, repurchases, external management arrangements with ARMOUR Capital Management LP, and annual proxy matters. Proxy and governance filings include director and compensation disclosures, equity incentive plan approvals, shareholder voting matters and related corporate governance information.
Armour Residential REIT director Marc H. Bell reported exercising phantom stock awards into common shares of the company. On May 21, 2026, he converted 1,900 units of vested phantom stock into 1,900 shares of Armour common stock and separately converted 480 units into 480 shares.
According to the disclosure, each unit of phantom stock is the economic equivalent of one share of Armour common stock, so these transactions represent a shift from a cash-settled or notional form of equity compensation into actual common stock ownership. The filing shows only acquisitions and no sales or tax-related share withholdings.
Armour Residential REIT chairman Daniel C. Staton reported routine equity compensation activity. On May 21, 2026, he elected to convert 1,900 vested units of phantom stock into 1,900 shares of Armour common stock and separately converted 480 vested units into 480 common shares.
Each unit of phantom stock is the economic equivalent of one common share. The converted shares are held indirectly through DM Staton Family Limited Partnership, where Staton is both a general and limited partner and has a pecuniary interest in the shares.
Armour Residential REIT, Inc. Co-Chief Investment Officer Sergey Losyev reported compensation-related equity activity. On May 21, 2026, he elected to convert 1,500 vested phantom stock units, turning 1,219 units into the same number of common shares and converting the remaining 281 units into cash solely to pay income taxes on the vested stock.
Following these transactions, he directly holds 6,069.539 shares of common stock, including 60.539 shares in a self-directed rollover IRA, and 22,500 units of phantom stock, each economically equivalent to one common share. The Form 4 reflects an option exercise and tax-withholding disposition rather than an open-market trade.
Armour Residential REIT Co-Chief Investment Officer Macauley Desmond reported compensation-related equity transactions. On May 21, 2026, he exercised 1,500 units of phantom stock, which are economically equivalent to common shares, into Armour common stock.
Of these, 389 shares were disposed of through a tax-withholding transaction to cover income taxes on the vested stock, leaving a net 1,111 additional common shares acquired. After these transactions, he directly holds 6,470 shares of common stock, and his phantom stock balance stands at 22,500 units. The filing reflects an exercise-and-tax-withholding pattern rather than an open-market trade.
Armour Residential REIT, Inc. director and CEO Scott Ulm reported compensation-related transactions involving phantom stock on May 21, 2026. He exercised 3,380 units of phantom stock, which are economically equivalent to common shares, and converted them into a mix of stock and cash.
According to the footnotes, 2,028 units were converted into 2,028 shares of ARMOUR common stock, while 1,352 units were settled in cash solely to cover income taxes on the vested stock. After these transactions, he directly held 76,858 shares of common stock and 33,490 units of phantom stock. These are routine equity compensation and tax-settlement events rather than open-market buying or selling.
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 29,316 shares of common stock and 54,600 units of phantom stock. These are compensation- and tax-related entries rather than open-market trades.
STATON DANIEL C reported acquisition or exercise transactions in this Form 4 filing.
Armour Residential REIT, Inc. reported that Chairman of the Board Daniel C. Staton received a grant of 17,140 units of phantom stock under the company’s Fourth Amended and Restated 2009 Stock Incentive Plan. Each unit is the economic equivalent of one share of ARMOUR common stock.
The phantom shares vest over about five years in 857-share installments beginning on May 20, 2026 and continuing on each following August 20, November 20, February 20, and May 20 through February 20, 2031, after which all units will have vested. Upon each vesting, Staton is entitled to receive an equal number of shares of common stock within 30 days.
The grant includes dividend equivalents: for each phantom share, Staton will receive cash equal to ordinary-course cash dividends on a common share, or, at his election, an equivalent number of common shares. Unvested phantom stock fully vests upon death, disability, or a change in control, but is otherwise forfeited on service termination, subject to specified retirement conditions.
Armour Residential REIT director Stewart J. Paperin received a grant of 17,140 units of phantom stock as equity compensation. Each phantom unit is the economic equivalent of one share of Armour common stock and will convert into common shares within 30 days after vesting.
The award vests in 857-unit installments beginning on May 20, 2026, with additional vesting on each August 20, November 20, February 20 and May 20 through February 20, 2031. After this grant, Paperin holds 32,154 units of phantom stock. Unvested phantom stock fully vests upon death, disability, or a change in control, but is generally forfeited if service ends before vesting, subject to specific retirement conditions.
HOLLIHAN JOHN P III reported acquisition or exercise transactions in this Form 4 filing.
Armour Residential REIT director John P. Hollihan III received a grant of 17,140 units of phantom stock, each economically equivalent to one share of Armour common stock. This compensation award was granted at a price of $0.00 per unit and brings his total phantom stock holdings to 32,154 units.
The phantom shares vest over a five-year, time-based schedule, beginning with 857 units vesting on May 20, 2026, and additional 857-unit installments vesting on each following August 20, November 20, February 20 and May 20 through February 20, 2031. Unvested phantom stock fully vests upon death, disability, or a change in control, and may be retained upon certain retirements under a “rule of 70” condition.
Hain Robert C reported acquisition or exercise transactions in this Form 4 filing.
Armour Residential REIT director Robert C. Hain received a grant of 17,140 units of phantom stock. These awards were granted at no cost and are economically equivalent to Armour common shares.
The phantom stock will vest over five years in 857-unit installments starting on May 20, 2026, then every February 20, May 20, August 20, and November 20 through February 20, 2031. Upon each vesting, Hain is entitled to receive an equal number of Armour common shares within 30 days, and he will also receive dividend-equivalent payments in cash or additional shares. After this grant, he holds a total of 32,154 phantom stock units.