HOLLIHAN JOHN P III 4

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.