Armour (ARR) Co‑CIO Macauley Desmond Converts Phantom Stock

What Happened

Macauley Desmond, Co‑Chief Investment Officer of Armour Residential REIT (ARR), converted 4,000 vested phantom stock units on August 21, 2026. Of those, 2,665 units were converted into 2,665 shares of ARMOUR common stock (acquired at $0 exercise price) and 1,335 units were converted to cash to cover income taxes — effectively a tax‑withholding disposition of 1,335 shares sold at $16.32 each, producing $21,787. This was a conversion of compensatory phantom stock, not a market purchase or voluntary open‑market sale.

Key Details

• Transaction date: August 21, 2026; Form 4 filed August 25, 2026 (filing appears within the standard 2 business‑day window).
• Conversions: 4,000 vested phantom units converted in total.
  • 2,665 shares acquired via conversion (M: exercise/conversion of derivative) at $0.00.
  • 1,335 shares disposed (F: tax withholding) at $16.32 each, totaling $21,787.
• Shares owned after the transaction: not specified in the filing.
• Footnotes: F1 explains the split conversion (2,665 to stock, 1,335 to cash for taxes) and that these units were part of a five‑year phantom stock grant previously reported (Form 4s on Apr 30, 2025 and Jun 18, 2026). F2 states each phantom unit equals one share of ARMOUR common stock.
• Transaction codes: M = conversion/exercise of a derivative (phantom stock); F = payment of exercise price or tax liability (withholding).

Context

Phantom stock is a compensatory award that mirrors the economic value of a share without an upfront cash exercise price; converting units into shares and withholding units for taxes is a routine administrative step to satisfy tax obligations. This filing reflects compensation settlement and tax withholding rather than an open‑market sale that would more directly signal insider sentiment.