HOLLIHAN JOHN P III 4

What Happened

• John P. Hollihan III, a director of Armour Residential REIT (ARR), converted vested phantom stock on May 21, 2026. He elected to convert 1,140 of the vested phantom units into 1,140 shares of ARMOUR common stock (exercise/conversion price $0.00) and elected to convert the remaining 760 vested phantom units into cash solely to pay income taxes. The cash conversion of 760 shares was recorded at $16.47 per share, totaling $12,517.

Key Details

• Transaction date: May 21, 2026; Form filed May 26, 2026 (reported 5 days after the transaction).
• Derivative conversion (code M): 1,900 vested phantom units involved; 1,140 converted to common stock (acquired), 760 converted to cash for tax withholding (code F).
• Cash received for tax withholding: 760 shares × $16.47 = $12,517.
• Exercise/conversion price: $0.00 for the shares converted to stock.
• Shares owned after transaction: reporting shows the filing includes 5,019 previously unreported common shares; adding the 1,140 newly converted shares implies 6,159 common shares reflected after this conversion (includes shares from dividend reinvestment plan per footnote).
• Footnotes: F1–conversion election and tax withholding; F2–5,019 prior common shares (25,095 pre-reverse-split) acquired via dividend reinvestment plan and newly reported; F3–each phantom unit equals one common share.
• Filing timeliness: This Form 4 appears to be filed late (5 days after the transaction). Late filings can reduce the informational value for investors but do not change the underlying transaction.

Context

• Phantom stock is an award whose value tracks the company’s common stock; converting phantom units into shares (or cash) is a routine vesting event rather than an open-market purchase or sale. Converting 1,140 units into shares increases the director’s direct common-stock holdings; cashing 760 units to satisfy taxes is a common administrative step (a cashless/withholding-style disposition) and not an open-market sale indicating sentiment.