BELL MARC H 4

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.