Downey Carolyn 4

What Happened

• Carolyn Downey, a director of Armour Residential REIT (ARR), had 1,043 vested phantom stock units convert on Feb 24, 2026. She received 521 shares of Armour common stock and converted the remaining 522 units into cash to cover income taxes. The cash conversion/withholding of 522 shares was recorded at $17.89 per share, totaling $9,339.
• The transactions are recorded as conversion/exercise of derivative awards (phantom stock) and tax withholding (cashless conversion to pay taxes), not as an open-market investment or discretionary sale.

Key Details

• Transaction date: February 24, 2026.
• Conversions: 1,043 phantom stock units vested and were converted:
  • 521 phantom units → 521 shares of Armour common stock (acquired, $0 exercise price recorded).
  • 522 phantom units → converted to cash to satisfy tax withholding (disposed) at $17.89/share for $9,339.
• Footnotes: The 1,043 units relate to phantom stock awards that vest over five years (previously reported on Form 4 filings dated Feb 14, 2023 and Dec 18, 2025). Each phantom unit equals one share of Armour common stock.
• Shares owned after the transaction: Not specified in the provided filing details.
• Filing timeliness: Reported on Form 4 filed Feb 26, 2026 for a Feb 24 transaction; no late filing flag indicated.

Context

• Phantom stock is a derivative that mirrors the economic value of common shares. This was a vesting-related conversion with a cash-withholding to cover tax liability (a common administrative/cashless step), not a market sale for investment purposes.
• Such tax-withholding disposals generally do not signal a director’s change in market sentiment; they are routine following vesting events.