Behar Z Jamie 4
4 · Armour Residential REIT, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Armour Residential (ARR) Director Jamie Z. Behar Receives Phantom Stock Award
What Happened
Jamie Z. Behar, a director of Armour Residential REIT, Inc. (ARR), was granted 17,140 units of phantom stock (a derivative award) on May 19, 2026. The grant was reported at a $0.00 per-share acquisition price because these are phantom shares (economic equivalents of common stock) rather than a cash purchase. Upon vesting, each phantom share will be settled in one share of ARMOUR common stock within 30 days.
Key Details
- Transaction type/code: Award (A) — 17,140 phantom shares granted on 2026-05-19; reported on 2026-05-21.
- Price: $0.00 (derivative award).
- Vesting schedule: 5-year schedule beginning May 20, 2026 — 857 phantom shares vest on May 20, 2026, then 857 on each Aug 20, Nov 20, Feb 20 and May 20 through Feb 20, 2031, at which point all 17,140 will have vested.
- Settlement: Each phantom share equals one share of common stock; vested phantom shares will be converted to the same number of common shares within 30 days.
- Dividend and tax treatment: Phantom shares carry dividend equivalents (cash payments or stock equivalents by election). The reporting person may elect to satisfy withholding taxes by reducing the number of shares issued.
- Accelerated vesting/forfeiture: Unvested phantom stock fully vests on death, disability, or change in control. Unvested awards are forfeited on termination except that bona fide retirement/resignation with age + service ≥ 70 preserves awards per the schedule.
- Shares owned after transaction: Not disclosed in this filing.
- Timeliness: Filed May 21, 2026 for a May 19, 2026 grant — appears timely (filed within the typical two-business-day window).
Context: This was a compensation award (not an open-market purchase or sale). Such grants are routine director or executive compensation and do not by themselves indicate a buy/sell signal; they represent future potential equity when vested.
Insider Transaction Report
Form 4
Behar Z Jamie
Director
Transactions
- 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.
Signature
/s/ Z. Jamie Behar|2026-05-21