Macauley Desmond 4

What Happened

• Macauley Desmond, Co-Chief Investment Officer of Armour Residential REIT (ARR), had 1,500 units of vested phantom stock settle on May 21, 2026. He converted 1,111 phantom units into 1,111 shares of ARMOUR common stock (exercise/conversion at $0.00) and converted the remaining 389 units into cash solely to cover income taxes. The 389 shares withheld were valued at $16.47 each, totaling approximately $6,407.

Key Details

• Transaction date: May 21, 2026 (reported on Form 4 filed May 26, 2026).
• Actions and codes: M = exercise/conversion of phantom stock (1,500 units total); F = tax withholding/disposition (389 units at $16.47, $6,407).
• Exercise price: $0.00 for the converted phantom units (no cash paid to acquire the shares).
• Shares owned after transaction: not specified in the filing.
• Footnotes: Phantom stock vests over a five-year period and was previously reported on a Form 4 filed April 30, 2025; each phantom unit equals the economic equivalent of one ARMOUR common share.
• Filing timing: Form 4 was filed five days after the transaction date (May 26 vs. May 21); check the filing for any late-filing notation.

Context

• This was a vesting/conversion of phantom stock rather than an open-market buy or sell. Converting phantom units to stock and withholding units for taxes is a routine post-vesting administrative action (similar to a cashless tax-withholding). These transactions reflect compensation vesting rather than a directional buy/sell signal from the insider.