BELL MARC H 4
4 · Armour Residential REIT, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Armour (ARR) Director Marc H. Bell Receives Phantom Stock Award
What Happened
- Marc H. Bell, a director of Armour Residential REIT, Inc. (ARR), was granted 17,140 units of phantom stock on 2026-05-19. The award was reported as a derivative acquisition (Form 4 code A) at $0 per unit. The phantom units are economic equivalents of common shares and will convert to an equal number of ARMOUR common shares within 30 days of each vesting event.
Key Details
- Transaction date/filed: Transaction on 2026-05-19; Form 4 filed 2026-05-21 (timely).
- Award size and price: 17,140 phantom shares granted; acquisition price reported $0 (award/derivative).
- Vesting schedule: 857 phantom shares vest beginning May 20, 2026, with additional 857 vesting each Aug 20, Nov 20, Feb 20 and May 20 through Feb 20, 2031 (fully vested by Feb 20, 2031).
- Conversion and payment: Upon each vesting, Bell will be entitled to the same number of ARMOUR common shares within 30 days. Each phantom share equals one common share.
- Other terms: Unvested units automatically vest on death, disability, or a change in control; unvested units are forfeited on termination of service except under a retirement/resignation rule (age + service ≥ 70) that may preserve vesting subject to conditions. Dividend equivalents will be paid in cash or, at the holder’s election, in shares; withholding taxes can be satisfied by reducing issued shares.
- Shares owned after transaction: Not specified in the filing.
Context
- This was an equity award (not an open‑market purchase or sale). Such time‑based phantom stock grants are common for director compensation and do not represent an immediate cash outlay or sale. The award only translates into actual ARMOUR shares as units vest per the schedule above.
Insider Transaction Report
Form 4
BELL MARC H
Director
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/ Marc H. Bell|2026-05-21