Hain Robert C 4

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.