Armour Residential REIT, Inc.·4

May 21, 4:04 PM ET

PAPERIN STEWART J 4

4 · Armour Residential REIT, Inc. · Filed May 21, 2026

Research Summary

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Armour Residential (ARR) Director Stewart Paperin Receives Award

What Happened
Stewart J. Paperin, a director of Armour Residential REIT, Inc. (ARR), was granted 17,140 phantom shares (a derivative award) on May 19, 2026. The award was granted at $0.00 (no cash paid) and is reported as an acquisition of derivative securities. Upon vesting, each phantom share will convert into one share of ARMOUR common stock and will be delivered within 30 days.

Key Details

  • Transaction date and type: 2026-05-19 — Grant / Award (derivative phantom shares). Report filed May 21, 2026 (timely filing).
  • Amount: 17,140 phantom shares granted; grant price reported as $0.00 (no immediate cash exchanged).
  • Vesting: 857 phantom shares vest beginning May 20, 2026, then 857 shares vest each Aug 20, Nov 20, Feb 20 and May 20 through Feb 20, 2031 (20 quarterly tranches totaling 17,140).
  • Post-vesting delivery: Each vested phantom share converts to one share of common stock and will be issued within 30 days of vesting.
  • Dividend and tax treatment: Phantom shares receive cash dividend equivalents (or the holder may elect to receive shares instead). The reporting person may elect to satisfy tax withholding by reducing the number of shares issued.
  • Forfeiture and acceleration: Unvested phantom stock is forfeited upon termination of service, but will fully vest upon death, disability, or a change in control. A resignation/retirement exception applies if age + years of service ≥ 70 (subject to conditions).
  • Shares owned after transaction: Not specified in the filing.

Context: This is a time‑based long‑term incentive (phantom stock) grant rather than an open‑market purchase or sale. Phantom shares are economic equivalents of common stock that convert to actual shares on vesting; they do not represent immediate cash proceeds or open‑market trading activity.

Insider Transaction Report

Form 4
Period: 2026-05-19
Transactions
  • Award

    Phantom Stock

    [F1][F2][F3][F4]
    2026-05-19+17,14032,154 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/ Stewart J. Paperin|2026-05-19

Documents

1 file
  • 4
    wk-form4_1779393877.xmlPrimary

    FORM 4