STATON DANIEL C 4

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.