Hain Robert C 4
4 · Armour Residential REIT, Inc. · Filed May 21, 2026
Research Summary
AI-generated summary of this filing
Armour (ARR) Director Robert C. Hain Receives Phantom Stock Award
What Happened
- Robert C. Hain, a director of Armour Residential REIT, Inc. (ARR), was granted 17,140 units of phantom stock on 2026-05-19. The award is recorded at $0.00 per unit (derivative/award) and will convert to actual ARMOUR common shares as the units vest. This is a compensation award rather than an open‑market purchase or sale.
Key Details
- Transaction date: 2026-05-19; Form 4 filed: 2026-05-21 (filed two days after the transaction).
- Grant: 17,140 phantom shares; reported price $0.00 per unit (code A – award/grant; derivative).
- Vesting schedule (F1): 857 phantom shares vest beginning May 20, 2026, then an additional 857 shares vest each Aug 20, Nov 20, Feb 20 and May 20 through Feb 20, 2031; upon each vesting the holder is entitled to an equal number of ARMOUR common shares within 30 days.
- Other notable terms:
- F2: Unvested phantom stock fully vests on death, disability, or change in control; unvested shares are forfeited upon termination unless retirement/resignation qualifies (age + years of service ≥ 70), in which case awards remain subject to the vesting schedule and conditions.
- F3: The reporting person may satisfy tax withholding by reducing shares to be issued; dividend equivalents are paid in cash or, at the holder’s election, in shares based on fair market value at dividend date.
- F4: Each phantom unit equals the economic equivalent of one common share.
- Shares owned after the transaction: not specified in the provided filing excerpt.
Context
- Phantom stock is a derivative compensation vehicle: it mirrors the economic value of common shares and converts into actual shares (or cash equivalents) upon vesting. Such awards are commonly part of director/executive compensation and do not by themselves indicate buying or selling intent in the open market.
Insider Transaction Report
Form 4
Hain Robert C
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/ Robert C. Hain|2026-05-21