Downey Carolyn 4

What Happened
Carolyn Downey, a director of Armour Residential REIT (ARR), converted 1,900 vested phantom stock units on May 21, 2026. She received 950 shares of Armour common stock (exercise/conversion at $0.00) and elected to convert the other 950 vested phantom units into cash to satisfy tax withholding obligations; the tax-withholding disposition is reported as 950 shares at $16.47 each, totaling $15,646. The underlying phantom units are economically equivalent to one share of Armour common stock each.

Key Details

• Transaction date: May 21, 2026. Form 4 filed May 26, 2026 (filed 5 days after the transaction; appears later than the typical 2-business-day Form 4 deadline).
• Actions reported: Exercise/conversion of 1,900 phantom stock units (code M). Tax withholding/payment: 950 units disposed at $16.47 (code F) for $15,646.
• Exercise price: $0.00 for the converted phantom units.
• Shares received: 950 common shares acquired through conversion. Shares withheld/cashed: 950 units converted to cash to cover taxes.
• Footnotes: F1 — 950 units converted to stock, 950 converted to cash to pay income taxes; these 1,900 units were part of phantom stock vesting previously reported (Feb 14, 2023; Dec 18, 2025; May 21, 2026). F2 — each phantom unit equals one share of ARMOUR common stock.
• Shares owned after the transaction: not specified in the filing.

Context: This was not an open-market purchase or sale for investment purposes but the settlement of vested phantom stock. Converting some units to cash to satisfy tax obligations (a common practice) is effectively a partial cashless settlement rather than a discretionary sale of existing shares.