ULM SCOTT 4

What Happened
Scott Ulm, CEO and director of Armour Residential REIT (ARR), converted vested phantom stock on May 21, 2026. He converted 2,028 phantom stock units into 2,028 shares of Armour common stock and elected to convert the remaining 1,352 vested phantom units into cash to cover tax withholding. The cash conversion resulted in the disposal of 1,352 shares at $16.47 per share for proceeds of $22,267 (used for taxes). The conversions relate to previously reported phantom stock grants that vest over multi-year schedules.

Key Details

• Transaction date: May 21, 2026; Form 4 filed May 26, 2026 (appears later than the 2-business-day reporting window).
• Conversions: 3,380 vested phantom units in total: 2,028 converted into common shares, 1,352 converted to cash to cover taxes.
• Cash amount from tax-withholding conversion: 1,352 units × $16.47 = $22,267.
• Price reported for the conversion into stock is $0.00 (conversion of phantom units, not a cash purchase).
• Footnotes: F1 explains the split conversion and that the units stem from earlier phantom stock grants (reported in 2021 and 2023); F2 notes each phantom unit equals one share of common stock.
• Shares owned after the transaction: not specified in the filing.

Context
This was a routine conversion of phantom stock with partial cash settlement to satisfy tax withholding—commonly used by companies to cover income tax on vested awards. The cash conversion (tax withholding) is not an open-market sale signaling sentiment; the primary change was issuance of 2,028 common shares to the CEO.