HOLLIHAN JOHN P III 4
4 · Armour Residential REIT, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Armour Residential (ARR) Director John Hollihan Receives 17,140 Phantom Shares
What Happened John P. Hollihan III, a director of Armour Residential REIT, Inc. (ARR), was granted 17,140 phantom shares (derivative award) on May 19, 2026. The grant is reported as a $0.00 derivative acquisition (transaction code A). Each phantom share is the economic equivalent of one share of ARMOUR common stock and will be converted into an equal number of common shares within 30 days of vesting.
Key Details
- Transaction date: 2026-05-19; Form 4 filed: 2026-05-21 (timely filing).
- Award size: 17,140 phantom shares; reported price: $0.00 (derivative grant).
- Vesting schedule: 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 (totaling 20 vesting events).
- Shares owned after transaction: Not specified in the filing.
- Notable grant terms:
- Unvested phantom shares fully vest upon the reporting person’s death, disability, or a change in control.
- Unvested awards are forfeited on termination of service, except certain retirement/resignation protections if age + service ≥ 70.
- Award carries dividend equivalents (cash or share election) and allows share-reduction for tax withholding.
- Transaction type: Award/Grant of phantom stock (derivative), not an open-market purchase or sale.
Context This is a time‑based equity award, so it does not immediately increase the director’s common‑stock holdings until individual vesting events occur and shares are issued. Such grants are common for executive and director compensation; they should be tracked for future vesting dates and potential share issuance but are not direct market purchases or sales.
Insider Transaction Report
- Award
Phantom Stock
[F1][F2][F3][F4]2026-05-19+17,140→ 32,154 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.