STATON DANIEL C 4
4 · Armour Residential REIT, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Armour (ARR) Chairman Daniel Staton Receives 17,140 Phantom Shares
What Happened
Daniel C. Staton, Chairman of the Board and a director of Armour Residential REIT, Inc. (ARR), was granted 17,140 units of phantom stock (a derivative award) on May 19, 2026. The units were reported as acquired at $0 (no cash paid). These phantom shares are economically equivalent to common shares and will convert into the same number of ARMOUR common shares upon vesting.
Key Details
- Transaction date: 2026-05-19; reported on Form 4 filed 2026-05-21 (timely filing).
- Award: 17,140 phantom shares granted; acquisition price reported as $0 (derivative award).
- Vesting: 20 installments of 857 phantom shares each, beginning May 20, 2026, then each Aug 20, Nov 20, Feb 20 and May 20 through Feb 20, 2031. Upon each vesting event the holder is entitled to an equal number of ARMOUR common shares within 30 days.
- Dividend & tax treatment: Phantom shares carry cash dividend equivalents (or the recipient may elect to receive shares instead of cash dividends). The reporting person may elect to satisfy tax withholding by reducing the number of shares issued.
- Acceleration/forfeiture: Unvested phantom stock fully vests on the reporting person's death, disability, or a change in control. Unvested awards are forfeited on termination of service, except that resignation/retirement where age + years of service ≥ 70 allows retention under the original vesting schedule (subject to conditions).
- Shares owned after transaction: not specified in the filing.
Context
This is a time‑based long‑term equity award (phantom stock) rather than an open‑market buy or sale. Phantom shares are a deferred/derivative form of compensation that convert to actual shares upon vesting—useful to note because they do not represent an immediate purchase or sale and do not necessarily signal near‑term trading intent.
Insider Transaction Report
Form 4
STATON DANIEL C
DirectorChairman of the Board
Transactions
- Award
Phantom Stock
[F1][F2][F3][F4]2026-05-19+17,140→ 34,624 total→ Common Stock (17,140 underlying)
Footnotes (4)
- [F1]The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth 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: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20, and May 20, through February 20, 2031, 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.
- [F2]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.
- [F3]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.
- [F4]Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Signature
/s/ Daniel C. Staton|2026-05-21