Macauley Desmond 4

What Happened

• Macauley Desmond, Co‑Chief Investment Officer of Armour Residential REIT (ARR), converted vested phantom stock on Feb 24, 2026. Of 1,500 vested phantom units, he converted 1,018 units into 1,018 shares of Armour common stock and elected to convert the remaining 482 units to cash to cover income taxes. The 482-unit cash conversion was reported as a disposition at $17.89 per share, netting $8,623. The conversions had a $0 exercise price (phantom units are economically equivalent to shares).

Key Details

• Transaction date: February 24, 2026; Form 4 filed February 26, 2026 (filed within the typical two‑business‑day window).
• Conversion details: 1,500 vested phantom stock units; 1,018 units → 1,018 shares issued (acquired via conversion, code M); 482 units → cash to satisfy tax withholding (disposed, code F).
• Tax withholding: 482 units cashed out at $17.89 each = $8,623 to cover taxes.
• Exercise/conversion price: $0 per unit (phantom stock converts 1:1 into common shares; see footnote confirming one phantom unit = one share).
• Prior disclosure: These phantom units were part of a multi‑year vesting award previously reported on Form 4 filed April 30, 2025.
• Shares owned after transaction: not specified in this filing.

Context

• This was a compensation‑related vesting and conversion (common, routine insider activity), not an open‑market purchase or sale indicating new investment or divestment intent. The cash conversion of a portion of the vested units to cover taxes is analogous to a cashless withholding arrangement and is standard practice for covering income tax on vested awards.