Harper Gordon 4

What Happened
Harper Gordon, Chief Financial Officer of Armour Residential REIT (ARR), converted 4,000 vested phantom stock units on May 21, 2026. Of those, 2,679 units were converted into 2,679 shares of Armour common stock (no cash paid), and 1,321 units were converted into cash to cover income taxes, generating $21,757 (1,321 × $16.47). These phantom units are economic equivalents of common shares and come from prior phantom stock awards reported in 2021, 2023, 2024 and 2025.

Key Details

• Transaction date: May 21, 2026. Form 4 filed May 26, 2026 (filed one business day after the typical 2-business-day deadline).
• Conversion/exercise codes: M = exercise/conversion of derivative (4,000 units); F = cash disposition/tax withholding (1,321 shares sold for $16.47 each = $21,757).
• No cash purchase: the conversion required no exercise cash outlay for the shares received.
• Shares received: 2,679 common shares issued; 1,321 units were cashed to cover taxes.
• Footnotes: F1 explains the split (2,679 converted to stock, 1,321 converted to cash for taxes) and ties the units to multiple prior phantom-stock grants; F2 confirms each phantom unit equals one share of common stock.
• Shares owned after the transaction: not specified in the provided filing.

Context

• This was a conversion of phantom stock (a non-cash, equity-linked award), not an open-market purchase or discretionary sale. Converting vested phantom units into shares and using some units to satisfy tax withholding is a routine administrative step following vesting.
• Transaction codes: M indicates exercise/conversion of a derivative (phantom stock); F indicates shares were disposed/withheld to satisfy tax obligations.
• Because this is an award conversion rather than a purchase, it should be interpreted as vesting-based compensation rather than a direct insider buy or sell signal.