Hain Robert C 4

What Happened Robert C. Hain, a director of Armour Residential REIT (ARR), elected on Feb 24, 2026 to convert 1,043 vested units of phantom stock (each unit equals one share) into economic value. He converted 521 phantom units into 521 shares of ARMOUR common stock and converted the remaining 522 units into cash to satisfy tax withholding. The withholding conversion resulted in the disposition of 522 shares at $17.89 per share for $9,339 (reported as a tax payment). The conversion itself had no exercise price ($0.00 per unit).

Key Details

• Transaction date: February 24, 2026; Form 4 filed Feb 26, 2026 (appears timely).
• Actions reported:
  • M (exercise/conversion of derivative): 1,043 phantom units converted; 521 acquired as common shares, 522 converted to cash.
  • F (tax withholding): 522 shares withheld/disposed at $17.89/share, totaling $9,339.
• Phantom stock: Each unit = economic equivalent of one ARMOUR common share; these 1,043 units were part of multi-year vesting (noted as vesting over five-year periods; originally reported Feb 14, 2023 and Dec 18, 2025).
• Shares owned after the transaction: Not specified in the provided filing.

Context

• This was a conversion of vested phantom stock rather than a market purchase; 521 shares were received as stock while 522 were converted to cash solely to cover income taxes (a common, routine tax-withholding action when awards vest).
• The filing shows routine compensation-related activity rather than an open-market buy or sell for investment purposes.