Armour Residential REIT, Inc.·4

May 26, 4:34 PM ET

Hain Robert C 4

4 · Armour Residential REIT, Inc. · Filed May 26, 2026

Research Summary

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Armour Residential (ARR) Director Robert C. Hain Exercises Phantom Stock

What Happened
Director Robert C. Hain elected on May 21, 2026 to convert 1,900 vested units of phantom stock (each unit equals one Armour common share). He converted 950 units into 950 shares of Armour common stock (acquired at $0 exercise price) and elected to convert the remaining 950 units into cash to satisfy income tax withholding. The cash conversion equaled 950 shares × $16.47 per share = $15,646. The phantom units were then extinguished.

Key Details

  • Transaction date: May 21, 2026. Filing date: May 26, 2026 (filed late relative to the typical 2-business-day Form 4 deadline).
  • Codes: M = exercise/conversion of derivative (phantom stock); F = tax withholding (shares converted to cash).
  • Shares converted to stock: 950 shares acquired at $0 exercise price.
  • Shares converted to cash for taxes: 950 units → $15,646 (950 × $16.47).
  • The 1,900 units were part of phantom stock vesting over five-year periods (previously reported on Form 4 filings on Feb 14, 2023 and Dec 18, 2025).
  • Shares owned after the transaction: Not specified in the filing.

Context
Phantom stock is a cash- or share-settled award that mirrors the economic value of actual shares. Here the conversion was effectively a cashless settlement for tax withholding (part cash, part shares): half the vested units became actual shares, and half were surrendered for taxes. These kinds of filings typically reflect routine compensation vesting rather than open-market trading.

Insider Transaction Report

Form 4
Period: 2026-05-21
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.001 per share

    [F1]
    2026-05-21+1,9003,431 total
  • Tax Payment

    Common Stock, par value $0.001 per share

    [F1]
    2026-05-21$16.47/sh950$15,6462,481 total
  • Exercise/Conversion

    Phantom Stock

    [F2][F1]
    2026-05-211,90030,254 total
    Common Stock (1,900 underlying)
Footnotes (2)
  • [F1]On May 21, 2026 , the reporting person elected to convert 950 of the 1,900 shares of vested phantom stock into 950 shares of ARMOUR common stock. The reporting person elected to convert the remaining 950 shares of vested phantom stock into cash solely to pay income taxes on the vested stock. The 1900 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on February 14, 2023, December 18, 2025, and May 21, 2026.
  • [F2]Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Signature
/s/ Robert C. Hain|2026-05-26

Documents

1 file
  • 4
    wk-form4_1779827683.xmlPrimary

    FORM 4