Downey Carolyn 4

What Happened

• Carolyn Downey, a director of Armour Residential REIT, Inc. (ARR), received an award of 17,140 units of phantom stock (derivative securities) on 2026-05-19. The grant price reported is $0.00 (no cash paid at grant); value realized will depend on ARMOUR common stock price when units vest and convert to shares.

Key Details

• Transaction date: 2026-05-19; Form 4 filed 2026-05-21 (timely).
• Grant type/code: A (award/acquisition of derivative securities — phantom stock).
• Amount: 17,140 phantom shares; each unit equals one share of ARMOUR common stock.
• Vesting: 857 phantom shares vest beginning May 20, 2026, then 857 on each Aug 20, Nov 20, Feb 20 and May 20 through Feb 20, 2031 (20 installments total).
• Conversion: Upon vesting, the reporting person will receive an equal number of ARMOUR common shares within 30 days.
• Other provisions: Full acceleration of unvested units on death, disability, or change in control; forfeiture on termination of service (with a retirement/resignation exception if age + service ≥ 70). Dividend equivalents are paid in cash (or elected in shares); tax withholding may be satisfied by reducing shares to be issued.
• Shares owned after transaction: not specified in the filing.

Context

• This is a time-based equity award (phantom stock), not an open-market purchase or sale. Phantom shares are derivative rights that convert to actual shares on vesting, so the award does not immediately change public float or signal an immediate purchase.
• Such awards are common compensation for directors; they provide future alignment with shareholders but their ultimate value depends on future stock price.